1 Scope

We place orders exclusively on the basis of these General Terms and Conditions of Purchase (GTCP). Any differing or conflicting terms and conditions of the supplier shall not apply unless we have expressly acknowledged them in writing. Placing an order or accepting deliveries or services does not constitute acceptance or recognition of the supplier’s terms and conditions.

2 Orders

2.1 Orders are only legally binding if issued by us in writing or in text form (e-mail, fax, etc.). Verbal or telephone orders require subsequent confirmation from us in writing or text form. For deliveries not made on the basis of a properly issued order in accordance with these rules, we may refuse acceptance and payment. Any ambiguities in an order must be clarified in writing or text form by the supplier.

2.2 Upon receiving an order, the supplier must confirm it in writing or text form within three (3) days.

2.3 If the supplier’s order confirmation deviates from the order, the supplier must explicitly point this out. In such cases, a contract is formed only when we give our written or text-form consent.

2.4 An acceptance that differs from the order constitutes a new offer and requires our written or text-form acceptance.

2.5 Engaging a subcontractor requires our prior written consent. The supplier remains fully liable to us and shall be responsible for any errors by the subcontractor as if they were the supplier’s own.

3 Prices, Delivery, Packaging

3.1 Prices stated in the order are binding. Unless expressly agreed otherwise, all deliveries are DAP (Delivered At Place) under Incoterms 2010. The order price includes all costs associated with delivery per the agreed Incoterms.

3.2 Price adjustments due to subsequent cost increases are excluded unless expressly agreed otherwise.

3.3 If prices are not specified in our order, the supplier must indicate them in the order confirmation. The contract is then formed only when we reconfirm in writing or text form.

3.4 If, by exception, prices are agreed ex works or ex supplier/third-party warehouse, all costs up to hand-over to the carrier—including loading and cartage—shall be borne by the supplier.

3.5 The supplier must promptly notify us of a shipment by sending a dispatch notice. This notice and all other order-related documents and invoices must state our order number.

3.6 The supplier shall use environmentally friendly and preferably recyclable packaging materials.

4 Invoice and Payment

4.1 Invoices must be issued in duplicate, referencing all order data and including all necessary evidence. Delays caused by failure to comply with these requirements are the supplier’s responsibility; payment periods do not begin until we receive a verifiable invoice fulfilling these requirements.

4.2 We may pay within 14 calendar days with a 3 % cash discount or net within 30 calendar days. Periods run from receipt of the invoice, but not before complete, defect-free delivery and/or performance.

4.3 We are entitled to statutory rights of set-off and retention under the conditions provided by law.

5 Deadlines, Periods, Contractual Penalty

5.1 Agreed delivery dates and periods are binding and are calculated from the order date. Compliance is determined by receipt of the goods at the receiving point specified in the order or by successful acceptance, where such is agreed or required by law.

5.2 If the supplier realizes it cannot meet a date or period, it must notify us immediately in writing, stating reasons and expected delay. Recognition of a new delivery date requires our written or text-form consent and is not implied by the supplier’s notice or by our silence.

5.3 If the supplier is in default, we may exercise statutory rights—particularly, after fruitless expiry of a reasonable grace period, to claim damages instead of performance and to withdraw from the contract. We accept early or partial deliveries only in individual cases or if expressly agreed; otherwise, we may return them at the supplier’s expense. Even if we accept them, we are not obliged to make early payments.

6 Quality and Specifications

6.1 The goods must strictly meet the characteristics defined in the specification referred to in the order or in any quality-assurance agreement.

6.2 Drawings, samples, or other instructions we provide are solely authoritative for the nature, quality, and execution of the goods.

6.3 For series production to our specification, manufacturing may begin only after our sample approval in writing or text form. Any reservations regarding our specification must be communicated immediately; production must not proceed until the parties have reached agreement.

6.4 Delivered goods must comply with applicable statutory accident-prevention regulations, VDE regulations, other legal provisions and ordinances, and recognized engineering standards.

7 Warranty for Defects

7.1 Quality and quantity deviations are timely if we notify the supplier within seven (7) working days of receipt of goods. Hidden defects are timely if reported within twenty (20) working days after discovery.

7.2 The supplier shall ensure compliance with any guarantees given and that deliveries/services are free of defects and meet relevant public-law provisions, guidelines, and regulations (authorities, trade associations, etc.).

7.3 We have full statutory defect claims. In particular, we may, at our choice, demand rectification or replacement/ remanufacture. The supplier must bear all costs of subsequent performance. Statutory rights to damages—including damages in lieu of performance—and guarantees remain unaffected.

7.4 In cases of imminent disproportionate damage or other particular urgency, we may remedy defects at the supplier’s expense after unsuccessfully attempting to contact it or where urgency makes contact unreasonable. We will notify the supplier without delay.

7.5 The limitation period for defect claims is 36 months unless a longer statutory period applies. It begins with the transfer of risk, is suspended during negotiations over a defect, and recommences if the supplier acknowledges a defect.

8 Product Liability, Indemnification from Third-Party Claims, Insurance, Industrial Property Rights

8.1 If we are held liable under product liability regulations due to a defective product, we shall be entitled to pass on to the supplier any damages incurred by us, insofar as the supplier is responsible for the defect. The supplier shall indemnify us against third-party claims for damages if the defect falls within the supplier’s area of responsibility.

8.2 Measures that we undertake to prevent product liability damages in such cases to a reasonable and necessary extent shall be reimbursed by the supplier. We will inform the supplier about the content and scope of such measures, in particular if a recall action has to be carried out. Any further legal claims to which we are entitled shall remain unaffected.

9 The supplier undertakes to take out sufficient insurance to cover all risks arising from product liability for which it is responsible and to provide proof of such insurance upon request.

9.1 The supplier shall deliver goods or services free from third-party intellectual property rights, in particular for the contractually agreed purposes of use.

9.2 The supplier shall indemnify us against claims from third parties arising from infringements of intellectual property rights and shall reimburse us for all expenses incurred as a result of being held liable by third parties, insofar as these are due to culpable breaches of duty by the supplier or its agents.

10 Withdrawal from the Contract – Damages

10.1 If the supplier fails to fulfill the obligation assumed with the order confirmation or fails to do so in accordance with the contract, we may withdraw from the contract and claim damages in lieu of performance after the unsuccessful expiry of a reasonable deadline for performance.

10.2 We are particularly entitled to withdraw from the contract if the supplier breaches its duty pursuant to clause 13.

10.3 We also have the right to withdraw from the contract if the supplier discontinues deliveries or applies for the opening of insolvency proceedings.

10.4 The right to extraordinary termination for good cause in the case of continuing obligations remains unaffected.

11 Retention of Title, Provided Materials

11.1 We object to retention of title provisions and declarations by the supplier that go beyond simple retention of title.

11.2 Materials provided by us to the supplier shall remain our property, as shall tools, drawings, or other documents provided to the supplier in connection with the conclusion or execution of the contract. The supplier may use tools provided by us exclusively for the production of deliveries to be manufactured for us.

11.3 The processing or transformation of provided materials by the supplier shall be carried out for us. If the provided materials are processed together with other goods, we shall acquire co-ownership of the newly created item in proportion to the value of our provided materials relative to the other processed items at the time of processing. If provided materials are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our provided materials to the other mixed items at the time of mixing. If the mixing results in the supplier’s items being regarded as the main item in relation to our provided materials, the supplier shall transfer to us a proportionate share of ownership of the new item and shall hold it in safekeeping for us.

12 Prohibition of Assignment

The supplier’s rights and obligations under the contract may not be assigned or transferred without our prior written consent. § 354a of the German Commercial Code (HGB) remains unaffected.

13 Confidentiality

13.1 The supplier is obliged to keep confidential all drawings, plans, illustrations, calculations, models, samples, and other documents provided to them, unless such information is generally known or has been made publicly accessible. The supplier may only disclose or pass on such information to third parties with our express written consent, provided that the supplier has obliged those third parties to maintain comparable confidentiality. The supplier shall be liable to us for contractual breaches by commissioned third parties as if they were its own misconduct. The obligation of confidentiality shall continue beyond the termination of the contract. The obligation of confidentiality shall only lapse when and to the extent that the knowledge contained in the provided documents has become generally known. If the supplier breaches this confidentiality obligation, they shall be obliged to pay us a contractual penalty. The amount of the contractual penalty shall be at our reasonable discretion and, in the event of a dispute, shall be subject to review by the competent court as to its fairness. Further claims shall remain unaffected.

14 Place of Performance, Applicable Law, Jurisdiction, Miscellaneous

14.1 The place of performance for the supplier’s obligations shall be the shipping address specified in the order.

14.2 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

14.3 The place of jurisdiction shall be the court competent for our registered office. However, at our discretion, we shall also be entitled to bring legal action against the supplier at their general place of jurisdiction.

14.4 Should any provision of these conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall then be replaced by a legally permissible provision that most closely achieves the intent and purpose of the invalid provision.