General Purchasing Conditions

1. General – Scope of application

  1. Our "General Purchasing Conditions only apply to traders in the sense of § 13 BGB [German Civil Code]
  2. Our order is made solely on the basis of these "General Purchasing Conditions", which, even if this has not been further explicitly agreed, also apply to all future transactions with the vendor. We do not accept conditions by the vendor which contradict or deviate from our "General Purchasing Conditions". Our "General Purchasing Conditions" also apply if we have knowledge of contradictory or deviant conditions by the vendor whose goods or services we accept. If we refer to INCOTERMS in the order, these General Purchasing Conditions have priority over the INCOTERMS stated by us.

2. Orders – Confirmation of orders

  1. Our order is a proposal in the sense of § 145 BGB.
  2. Each order must be confirmed in writing immediately upon receipt, at the latest however, within five working days. The confirmation is deemed to be an acceptance of the order. Orders which have not been confirmed within the time limit are not binding.

3. Delivery period, partial delivery, premature delivery

  1. The delivery date will be stated by us in the order. The receipt of the goods at our stated place of reception or use (destination) is decisive for compliance with the delivery date.
  2. Partial deliveries are excluded and are deemed to be unfulfilled services until complete delivery is made. Even with our acceptance of partial deliveries, the vendor shall bear any additional costs incurred by us.
  3. In the case of premature delivery (delivery prior to the agreed delivery date) we reserve the right to return the goods at the expense of the vendor. If prematurely delivered goods are not returned, storage of the goods by us until the delivery date shall be performed at the risk and expense of the vendor. In case of premature delivery we reserve the right to make payment on the agreed due date according to Clause 9 paragraph 1.

4. Transport risk, shipping and packaging

  1. Shipping is performed at the risk of the vendor. Even on shipping at our request, the risk of accidental loss and all deterioration of the goods is only transferred to us on accep-tance by us or our agents at the destination.  The vendor shall be notified of the destina-tion in each order.
  2. Unless otherwise agreed, the shipping expenses shall be born by the vendor until accep-tance by us at the destination.
  3. The vendor must always insure the goods against transportation damage, even if this contradicts the agreed INCOTERMS.

5. Replacement of inspection on receipt of goods by quality assurance agreements

  1. The vendor is obliged to perform quality assurance measures and quality controls with regard to the goods. We only subject the goods to a minimum inspection for obvious faults, particularly for transportation damage. Complaints with regard to faults which are established can be made to the vendor within two weeks of delivery. Otherwise, the obli-gation of inspection and complaint as per § 377 HGB [German Commercial Code] is excluded.
  2. We charge a processing fee of € 50.00 for each fault complaint/quality report.

6. Shelf life guarantee, warranty and liability

  1. The vendor warrants that its delivery/service will be free of any faults for a period of two years from the passing of risk. If a fault occurs within two years of the passing of risk, the vendor is obliged at our discretion to remedy the fault or to deliver a good which is free of faults. This does not affect our claims to withdrawal, price reduction or compensation.
  2. At our request, the vendor is obliged to supply corresponding replacement parts at the current prices for such replacement parts for a period of 10 years from the supply of the goods.
  3. The vendor is only entitled to offsetting if its claims have been legally established, are uncontested, or have been accepted by us. In addition, the exercise of a right of withhold-ing is only permitted if the counterclaim is based on the same contractual relationship.
  4. The vendor is liable for any breaches of obligation of according to the statutory regula-tions. This particularly applies to any breach of confidentiality according to Clause 12. We do not accept any limitation of liability on the part of the vendor.

7. Limitation of liability

  1. Claims for compensation which are made against us for any legal reason whatever are limited according to the following regulations: in case of deliberate action and of injury to life, limb or health we are liable according to the statutory regulations. Otherwise we will only be liable in case of gross negligence or breach of a significant contractual obligation, whereby the liability is limited to typical foreseeable damage.

8. Prices and payment conditions

  1. The agreed prices are fixed prices and exclude any other additional demands. Costs of packaging, transportation and insurance as far as the destination, as well as customs formalities and duty, are included in these prices.
  2. The type of pricing does not prejudice the agreement concerning the place of fulfilment (Clause 13 paragraph 2).
  3. If no prices are stated in the order, the present list prices of the vendor apply, with the standard commercial discounts or the discounts usually granted to us.

9. Invoicing, payment and right to refuse service

  1. The order number must be stated in the invoice. Payment shall be made with 5% dis-count 14 days after the receipt of the invoice and the delivery; with 3% discount 30 days after the receipt of the invoice and the delivery; and net 60 after the receipt of the invoice and the delivery.
  2. In case of faulty delivery, we are entitled to refuse counterperformance until correct ful-filment is made. If the counterperformance has already been made, we are entitled to re-fuse counterperformance for other deliveries by the vendor until the vendor has correctly fulfilled its obligations.

10. Force majeur

  1. In cases of force majeur (natural disasters, war, terrorism, labour disputes on our com-pany or the companies of third parties etc.) or unavoidable events which significantly ob-struct or prevent the acceptance of the goods or services, we are entitled to postpone the acceptance of the goods or services for the duration of the obstruction and a reasonable subsequent start-up period. If acceptance has become permanently impossible due to these circumstances, we are entitled to with draw from that part of the Contract which has not been fulfilled.  If the hindrance continues for more than 3 months, after setting a reasonable subsequent time limit, the vendor is entitled to withdraw from that part of the Contract which has not been fulfilled.
  2. Delayed deliveries by the vendor's suppliers do not constitute a case of force majeur and do not extend the delivery period for the vendor.

11. Declaration by the supplier

  1. The business papers of the vendor must include the origin of the goods according to the Directive (EU) No. 1908/73 (Official Journal EG L 197 dated 17.07.73, pages 1 – 6).

12. Confidentiality

  1. The contracting parties must treat the conclusion of the Contract as confidential. The vendor may only indicate business relations with us in advertising material if we have granted written consent for the particular individual case.
  2. We retain the right of ownership, commercial protective rights and copyrights to all order documents such as drawings, models, appliances, samples, or similar. They may not be copied or made accessible to third parties without our previous written consent if this is not necessary for the execution of the order. The same applies to objects produced ac-cording to the aforesaid. After processing of the order, all order documents and any cop-ies made for the execution of the order must be returned. If the order documents must be made accessible to third parties for the execution of the order, the vendor shall bind the latter to the same obligations which it has towards us.
  3. The contracting parties commit to keep secret all commercial or technical details which become known to them as trade secrets through the business relationship, both during and after the processing of the order. The vendor is obliged to impose a corresponding obligation on its suppliers.

13. Concluding provisions

  1. The law of the Federal Republic of Germany applies exclusively to all legal relationships between ourselves and the vendor, to the exclusion of the UN Treaty on International Trade dated 11.04.1980.
  2. The place of service and fulfilment is the destination stated in the particular order.
  3. The Landgericht München I [Munich Regional Court I] has exclusive jurisdiction for all disputes arising from this Contract, unless a different legal domicile is mandatorily pre-scribed by law. At our discretion, the legal domicile for claims against the vendor may also be the registered office of the vendor.
  4. If a provision of these "General Purchasing Conditions" or a provision in the context of other agreements is or becomes ineffective, the effect of all other provisions or agree-ments remains unaffected. The ineffective provision or agreement is to be replaced by an effective provision or agreement which realises the intended commercial purpose of the ineffective provision or agreement as closely as possible.

Stand: 15. 11. 2007

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