Edition: April 2011
1. CONTRACT BASIS
Orders must be made in writing. Verbal and telephone agreements are legally valid only if confirmed in writing.
2. CONFIRMATION OF ORDER
The Supplier has 5 days from receipt of the order to contradict the conditions specified in the order, if the Supplier does not want to accept all or some of the conditions. After this period, the contract is considered concluded, unless we declare cancellation of the order within the period from receipt of the order by the Supplier to 5 days after. The Supplier has no claims in case of cancellation, for whatever reason.
The prices agreed are fixed prices for the duration of the respective contract, unless otherwise agreed in writing. The prices are inclusive of all additional costs, such as insurance, freight, delivery customs charges, and similar. The applicable value added tax is shown separately. The agreed prices also include the costs of packaging and disposal of packaging.
4. DELIVERY PERIOD
Delivery dates are binding and are understood to be the date of arrival of the order. If delivery delays are to be expected, we must be informed immediately, stating the causes and new deadlines. Upon expiry of the respective agreed delivery date, the Supplier automatically comes into default in delivery. In case of default, we are entitled to our statutory claims. In addition, we are entitled to a penalty for each calendar day of delay. The level of the contractual penalty will be agreed between the parties, of around 0.2% per calendar day up to max. 5% of the net value of the delayed delivery.
5. MATERIAL SUPPLIES
Materials provided to us remain our property and is to be stored separately free of charge. If material provided for us is lost or damaged, or is rejected by the Supplier, the Supplier must pay compensation amounting to our own cost price for the material in question.
We are entitled to demand the return of material provided to us at any time without the Supplier being entitled to a right of retention or set-off. This also applies to tools that are provided on loan for production.
6. OWNERSHIP AND STORAGE OF TOOLS AND SIMILAR
If costs or part costs are paid for the production of tools, moulds, fixtures or test equipment, we become the owners of such items.
The Supplier undertakes to keep these items ready for use at all times and to ensure proper property identification, storage and care. We are entitled to request the handover of these items at any time without the Supplier being entitled to a right of retention and set-off.
7. MANUFACTURING APPROVALS
Approvals are without prejudice to our right to make warranty and compensation claims in case of defective deliveries. After approval, changes of any kind may only be made with our written approval.
The Supplier undertakes to treat all technical or operational knowledge which has become known to them in connection with the fulfilment of the contract as a trade secret and to oblige employees and subcontractors accordingly.
9. HEALTH AND ENVIRONMENTAL PROTECTION MANAGEMENT
The Supplier undertakes to only deliver goods that meet the requirements of health and environmental protection as well as the respective standardised and legal regulations.
An appropriate certificate must be sent on request. In the case of permissible harmful substances in the goods or their packaging, recommendations/guidelines on proper handling and disposal must be provided with such goods.
10. SAFETY REGULATIONS
All deliveries and services must be performed in such a way that the statutory health and safety and accident prevention regulations are met. The Supplier is liable for damages caused by non-compliance with these regulations.
The warranty period is 36 months from the transfer of risk. We have no obligation to inspect incoming goods or to give immediate notice of defects. In case of defects, we have the right to choose to demand replacement or compensation, at our discretion. In urgent cases, or if the Supplier does not fulfil their warranty obligations immediately, we are entitled to replace or repair defective parts at the expense of the Supplier and to remedy damages incurred. The Supplier must reimburse the costs incurred by us or our customers for production stoppage, reworking, sorting, ascertainment of damages and other consequential damages arising.
The Supplier must also bear the costs of any recall if the recall is due to defects in the Supplier's product. If a Third-Party claim is made against us or our customers under the Product Liability Act, the Supplier must indemnify us against these claims.
12. PROPERTY RIGHTS
The Supplier is liable for ensuring that the delivery and the use of related goods does not violate the rights of Third Parties.
13. DESIGN PROTECTION
All information, drawings, tools, samples, gauges, etc. provided for the supply and manufacture of the delivery item, as well as drawings etc. produced by the Supplier according to special specifications may not be used, duplicated or made available to Third Parties by the Supplier for other purposes.
All documents and objects created in connection with the order automatically become our property. We reserve the right to reclaim them at any time. Offer and delivery to Third Parties is not permitted without our prior approval.
14. ACCEPTANCE PREVENTION
Events of force majeure release us from the acceptance obligation for the duration of the event.
Shipping is always at the expense and risk of the Supplier. Risk passes to us only on acceptance at our works. Each consignment must be accompanied by a delivery note including the order data.
Payment will be made with a means of payment of our choice 14 days after receipt of invoice and goods/service with 3% discount, or after 60 days net, or by special agreement.
17. DATA COLLECTION
We are entitled to process the data received in connection with this business relationship for our own purposes in compliance with the provisions of the Federal Data Protection Act. Claims for damages due to storage and processing of this data are not valid.
18. RETENTION OF TITLE
The products of the contract become our unrestricted property upon delivery to us or to the place designated by us. Retention of title in favour of the Supplier, of whatever kind, is not permitted.
19. EFFECTIVENESS OF THE CONTRACT
Should individual provisions of these terms and conditions be or become ineffective, the validity of the remaining provisions shall not be affected. The parties will endeavour to find replacement regulations that are as close as possible to the ineffective regulations.
20. FULFILMENT AND JURISDICTION
The legal relationship of the contracting parties is governed by German law. The place of fulfillment is Niedernhall, and the place of jurisdiction is Stuttgart.