General Terms and Condi­tions of Purchase

§ 1 Scope of appli­ca­tion

1. We order exclu­sively on the basis of these General Terms and Condi­tions of Purchase. Any devi­ating, conflicting or supple­men­tary General Terms and Condi­tions of the Seller shall not become part of the contract even if we do not expressly object to them. If we accept the Sell­er's delivery/​service without reser­va­tion, it may not be inferred from this under any circum­stances that we have accepted the Sell­er's terms and condi­tions of delivery. These General Terms and Condi­tions of Purchase shall also apply to all future contrac­tual rela­tions with the Seller.

2. Should indi­vidual parts of these General Terms and Condi­tions of Purchase be legally invalid, this shall not affect the validity of the remaining provi­sions

§ 2 Conclu­sion of Contract

1. Only orders placed in writing are legally binding. Orders placed orally or by tele­phone, delivery call-offs as well as changes and amend­ments thereto may also be made by remote data trans­mis­sion or by machine-read­able data carriers. E-mails encrypted in accor­dance with the German Digital Signa­ture Act shall be deemed to be in writing. The Seller shall notify us of any obvious errors (e.g. spelling and calcu­la­tion errors) and incom­plete­ness of the order including the order docu­ments for the purpose of correc­tion or comple­tion prior to accep­tance; other­wise the contract shall be deemed not to have been concluded.

2. If the Seller accepts our order in writing only after a period of 5 working days after receipt, this shall be deemed to be a delayed accep­tance. If the Seller accepts our order with devi­a­tions, he shall clearly point out these devi­a­tions to us. A delayed or modi­fied accep­tance shall be deemed a new offer and shall require accep­tance by us.

3. Sell­er's terms and condi­tions of sale and/​or delivery which provide for limi­ta­tions of the legal power of repre­sen­ta­tion of autho­rized agents, closing and inter­me­diary repre­sen­ta­tives acting on behalf of Seller and/​or which provide for the limi­ta­tion of liability for risks arising from the acqui­es­cence and apparent authority of persons acting on behalf of Seller shall not become part of the contract.

4. We may request changes to the delivery item even after conclu­sion of the contract, provided this is reason­able for the Seller. In the event of such a change to the contract, the effects shall be reason­ably taken into account by both parties, in partic­ular with regard to addi­tional or reduced costs as well as delivery dates.

§ 3 Contrac­tual modal­i­ties

1. In all commu­ni­ca­tions, delivery bills, consign­ment bills, invoices, etc. relating to the order, the following infor­ma­tion shall be given or repeated: Order number, order date, date of issue, date of dispatch, quan­tity, article number and Ident­Number of the parts ordered. If these details are missing or incom­plete, we shall not be respon­sible for any delays in processing and payment resulting there­from.

2. The Seller is obliged to provide us free of charge with the instruc­tions and other docu­ments required for the use of the subject matter of the contract in the number spec­i­fied in the order.

3. Customary clauses shall be inter­preted in accor­dance with the Incoterms valid at the time of conclu­sion of the contract.

4. No remu­ner­a­tion shall be granted for visits or the prepa­ra­tion of offers, projects, drafts or for trial deliv­eries. Offers shall be binding and submitted free of charge. They shall corre­spond to our inquiries. Alter­na­tives are never­the­less welcome. Devi­a­tions from our inquiries are to be clearly marked.

5. The Seller shall not be enti­tled to have signif­i­cant parts of the perfor­mance owed by it rendered by third parties (e.g. subcon­trac­tors) without our prior written consent. If such consent is granted, the Seller shall be liable to us as joint and several debtors. If, after our consent, the Seller uses a third party to render the perfor­mance owed to him and if, in this connec­tion, our goods are taken by the Seller to his contrac­tual partner, the Seller shall imme­di­ately inform us of his contrac­tual partner for the purpose of insuring our goods or shall insure our goods himself at his own expense. In the latter case, he shall inform us thereof without delay and provide evidence of the insur­ance.

6. The Seller shall bear the procure­ment risk for its services unless other­wise agreed in indi­vidual cases (e.g. limi­ta­tion to stock). 

7. In the event of a long-term supply rela­tion­ship, the Seller shall be obliged to inform us of all circum­stances which may be of signif­i­cance for us. This includes in partic­ular infor­ma­tion about quality prob­lems, if they could possibly not be fully over­come, fore­see­able delivery diffi­cul­ties, as well as about all changes in product char­ac­ter­is­tics which may have an effect on us, even if they do not cause the delivery item to become defec­tive.

8. If the Seller intends to change or discon­tinue its produc­tion, it shall notify us thereof in writing without undue delay. In the event of discon­tin­u­a­tion of produc­tion, he must ensure that the mate­rials previ­ously deliv­ered to us are still avail­able for delivery at least 3 months after his noti­fi­ca­tion.

9. The assign­ment of any claims against us is excluded, except for financing purposes.

§ 4 Delivery, Transfer of Risk, Default of Accep­tance, Pack­aging

1. Deliv­eries shall be made "free domi­cile" within Germany to the delivery address or place of use spec­i­fied in the order. The delivery address or place of use shall be the place of perfor­mance both for the delivery itself and with regard to any subse­quent perfor­mance (oblig­a­tion to deliver). For all other oblig­a­tions of both parties, the place of perfor­mance shall be our place of busi­ness in Neuburg a. d. Donau.

2. Ship­ment shall be at the risk of the Seller. The risk of acci­dental dete­ri­o­ra­tion and acci­dental loss of the item shall pass to us upon handover at the place of perfor­mance. Insofar as accep­tance has been agreed, this shall be deci­sive for the transfer of risk.

3. Insofar as we bear the costs of trans­port, trans­port insur­ance or pack­aging, you are obliged to choose the most econom­ical type of trans­port, trans­port insur­ance or pack­aging.

4. We are a forwarding insur­ance waiver customer SPV.

5. For the occur­rence of our default in accep­tance, the statu­tory provi­sions apply. However, the Seller must expressly offer us his perfor­mance even if a specific or deter­minable calendar time has been agreed for an action or coop­er­a­tion on our part (e.g. provi­sion of mate­rial).

6. If we are in default of accep­tance, the Seller may demand compen­sa­tion for its addi­tional expenses in accor­dance with the statu­tory provi­sions (§ 304 BGB). If the contract relates to a non-repre­sentable item to be manu­fac­tured by the Seller (indi­vidual produc­tion), the Seller shall only be enti­tled to further rights if we have under­taken to coop­erate and are respon­sible for the failure to coop­erate.

7. The contrac­tual partner shall be respon­sible for compli­ance with the oblig­a­tions arising from the Act on the Placing on the Market, the Taking Back and the High-Quality Recy­cling of Pack­aging (Pack­aging Act - VerpackG), insofar as he is subject to corre­sponding oblig­a­tions arising from the Pack­aging Act, e.g. as a manu­fac­turer (§ 3 Para. 14 VerpackG), as a distrib­utor (§ 3 Para. 12 VerpackG) or as the final distrib­utor (§ 3 Para. 13 VerpackG). He is not autho­rized to transfer the oblig­a­tions incum­bent on him to us.

§ 5 Delivery time, delay in delivery

1. The delivery time stated by us in the order is binding. Our uncon­di­tional accep­tance of a delayed delivery shall not consti­tute a waiver of claims for compen­sa­tion. If the delivery time is not spec­i­fied in the order and has not been agreed other­wise, it shall be two weeks from the conclu­sion of the contract.

2. The Seller is obliged to inform us without request, imme­di­ately, in writing and stating the reasons, if he cannot meet agreed delivery times. This shall also include an indi­ca­tion of the expected dura­tion of the delay. This noti­fi­ca­tion shall not release the Seller from its liability for delay.

3. If the Seller fails to perform within the agreed delivery period, our rights shall be deter­mined in accor­dance with the statu­tory provi­sions. In partic­ular, we shall then be enti­tled, after the unsuc­cessful expiry of a reason­able period set by us, to demand damages instead of perfor­mance or to procure a replace­ment from a third party or to declare our with­drawal, at our discre­tion. If we demand damages, the Seller shall be enti­tled to prove to us that he is not respon­sible for the breach of duty. The claim to the delivery/​service shall expire as soon as we demand compen­sa­tion in writing or declare with­drawal. Addi­tional costs, in partic­ular in the case of neces­sary covering purchases, shall be borne by the Seller.

4. The Seller may only invoke the absence of neces­sary docu­ments to be supplied by us if he has sent a written reminder for the docu­ments and has not received them within a reason­able period of time.

5. If delivery is made earlier than agreed, we reserve the right to return the goods at the Sell­er's expense. If no return is made in the case of early delivery, the goods shall be stored by us until the delivery date at the expense and risk of the seller. In the event of early delivery, we reserve the right to make payment only on the agreed due date.

6. We accept partial deliv­eries only after express agree­ment. In the case of agreed partial deliv­eries, the remaining quan­tity is to be listed.

§ 6 Force majeure

1. "Force majeure" occurs when a circum­stance or event occurs that prevents a party from performing one or more of its contrac­tual oblig­a­tions under the contract. In this respect, the party affected by the hindrance shall prove that: a) the hindrance is beyond its reason­able control; and b) it could not reason­ably have been fore­seen at the time of the conclu­sion of the contract; and c) the effects of the hindrance could not reason­ably have been avoided or over­come by the party affected.

2. The exis­tence of the condi­tions for the presump­tion of force majeure set out in para­graph 1 a) and b) shall be presumed in the case of the following events:
   --> War (declared or unde­clared), hostil­i­ties, attack, acts of foreign enemies, exten­sive mili­tary mobi­liza­tion;
   --> Civil war, riot, rebel­lion and revo­lu­tion, mili­tary or other seizure of power, insur­rec­tion, acts of terrorism, sabo­tage, or piracy;
   --> Mone­tary and trade restric­tions, embargo, sanc­tions;
   --> Lawful or unlawful offi­cial acts, compli­ance with laws or govern­ment orders, expro­pri­a­tion, seizure of works, requi­si­tion, nation­al­iza­tion;
   --> Pandemic, epidemic, natural disaster, or extreme natural event;
   --> explo­sion, fire, destruc­tion of equip­ment, prolonged failure of trans­porta­tion, telecom­mu­ni­ca­tions, infor­ma­tion systems, or power;
   --> general labor unrest such as boycotts, strikes and lock­outs, slow­downs, occu­pa­tions of facto­ries and build­ings. In these cases, the affected party need only prove that the condi­tion under para­graph 1(c) is actu­ally met.

3. Para­graphs 1 and 2 shall also apply if a contracting party uses a third party for the purpose of fulfilling contrac­tual oblig­a­tions and invokes the exis­tence of force majeure in the event of non-fulfil­ment by the third party.

4. The affected party shall be released from the oblig­a­tion to fulfill its contrac­tual oblig­a­tions and from any liability for damages or any other contrac­tual remedy for breach of contract; provided that notice of the event is given to the other party without delay. In the event that we success­fully invoke this clause, we shall be released from the oblig­a­tion to accept the ordered delivery/​service in whole or in part. If the delivery/​service can no longer be utilized by us - taking into account economic aspects - due to the delay or hindrance caused by the force majeure, we shall be enti­tled to with­draw from the contract or to termi­nate the contract.

5. If no imme­diate noti­fi­ca­tion is made by the affected party, the exemp­tion shall only take effect from the time at which the noti­fi­ca­tion reaches the other party. If the effect of the obstacle or event invoked is tempo­rary, the conse­quences just set out shall apply only for as long as the obstacle invoked prevents the perfor­mance of the contract by the party affected.7 The party affected shall be obliged to take all reason­able measures to limit the effects of the event invoked in the perfor­mance of the contract.

§ 7 Prices, payment terms, rights of set-off and reten­tion

1. The agreed prices are binding and include all services and ancil­lary services of the Seller as well as all ancil­lary costs (e.g. proper pack­aging, trans­port to the delivery address spec­i­fied by us, customs formal­i­ties, etc.). Subse­quent claims of any kind are excluded. The legal value added tax is not included in the price. The agree­ment on the place of perfor­mance is not affected by the type of pricing. We shall only accept the quan­ti­ties or numbers of items ordered by us. Over- or under-deliv­eries are only permis­sible after prior agree­ment with us.

2. Invoices shall be sent sepa­rately in proper form to the Invoice Veri­fi­ca­tion Depart­ment by e-mail ([email protected]) or by mail, together with all asso­ci­ated docu­ments and data, after delivery has been made. Invoices which have not been prop­erly submitted shall only be deemed to have been received by us from the time of correc­tion.

3. Insofar as the submis­sion of certifi­cates of mate­rial tests has been agreed, these shall form an inte­gral part of the delivery and shall be sent sepa­rately together with the delivery or within 2 working days after dispatch of the goods. The payment period for invoices shall then only commence after receipt of the agreed certifi­cate.

4. Payment shall be made in the customary manner within 30 calendar days of complete delivery/​service (including any agreed accep­tance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% discount on the net amount of the invoice.

5. We do not owe any interest on arrears. The statu­tory provi­sions shall apply to default in payment.

6. We shall be enti­tled to rights of set-off and reten­tion as well as the defense of non-perfor­mance of the contract to the extent provided by law. As long as we are enti­tled to claims against the Seller arising from incom­plete or defec­tive deliv­eries/​services, we shall be enti­tled to with­hold payment in propor­tion to the value until proper perfor­mance. Insofar as payments for defec­tive deliv­eries have already been made, we shall be enti­tled, notwith­standing this provi­sion, to with­hold other payments due up to the amount of the payments made. Settle­ment of an invoice shall not be deemed to be a waiver of claims for defects.

7. The Seller shall only be enti­tled to a right of set-off or reten­tion on the basis of coun­ter­claims which have become res judi­cata or are undis­puted.

§ 8 Prop­erty Rights, Secrecy

1. We reserve the prop­erty rights and copy­rights to illus­tra­tions, models, plans, draw­ings, calcu­la­tions, execu­tion instruc­tions, product descrip­tions and other order docu­ments which are temporarily provided to the Seller. 

2. The Seller shall be obliged to return these order docu­ments to us without delay as soon as his contrac­tual oblig­a­tions towards us have been fulfilled. The Seller may not make these order docu­ments avail­able to third parties.

3. The fore­going provi­sion shall apply mutatis mutandis to substances, samples, mate­rials, tools or other items which are temporarily provided to the Seller for manu­fac­turing purposes. Such items shall - as long as they are not processed - be stored sepa­rately at the Sell­er's expense and insured to a reason­able extent against destruc­tion and loss.

4. Any processing, mixing or combi­na­tion (further processing) of provided items by the Seller shall be carried out on our behalf. The same shall apply in the event of further processing of the goods supplied by us, so that we shall be deemed to be the manu­fac­turer and shall acquire owner­ship of the product at the latest upon further processing in accor­dance with the statu­tory provi­sions.

5. The transfer of owner­ship of the goods to us shall be uncon­di­tional and without regard to the payment of the price. If, however, we accept in an indi­vidual case an offer of the Seller to transfer owner­ship condi­tional on payment of the purchase price, the Sell­er's reten­tion of title shall expire at the latest upon payment of the purchase price for the goods deliv­ered. We shall remain autho­rized to resell the goods in the ordi­nary course of busi­ness even prior to payment of the purchase price with advance assign­ment of the claim arising there­from (alter­na­tively, the simple reser­va­tion of title extended to the resale shall apply). All other forms of reten­tion of title, in partic­ular the extended reten­tion of title, the passed-on reten­tion of title and the reten­tion of title extended to further processing shall be excluded in any case.

6. The contracting parties under­take to treat as busi­ness secrets all commer­cial, tech­nical or other details which are not in the public domain and which become known to them through the busi­ness rela­tion­ship. Subcon­trac­tors shall be bound accord­ingly. If one of the contracting parties real­izes that a docu­ment to be kept secret has been lost, it shall inform the other contracting party thereof without delay. The oblig­a­tion to main­tain secrecy shall also apply after the execu­tion of this contract. It shall expire only if and to the extent that the produc­tion knowl­edge contained in the docu­ments provided has become gener­ally known.

§ 9a Flaw­less­ness of the perfor­mance/​delivery

1. Unless other­wise stip­u­lated below, the statu­tory provi­sions shall apply to our rights in the event of mate­rial defects and defects of title of the goods (e.g. wrong delivery and short delivery, defec­tive assembly, oper­ating or instruc­tion manual) and in the event of other breaches of duty by the Seller.

2. All deliv­eries/​services shall be provided to us free of mate­rial defects and defects of title upon transfer of risk. The deliv­eries/​services must comply with the agreed quality (e.g. the sample provided). In any case, those product descrip­tions which - in partic­ular by desig­na­tion or refer­ence in our order - are the subject matter of the respec­tive contract or have been included in the contract in the same way as these General Terms and Condi­tions of Purchase shall be deemed to be an agree­ment on the quality. It makes no differ­ence whether the product descrip­tion orig­i­nates from us, from the seller or from the manu­fac­turer. If the Seller has reser­va­tions about the type of design requested by us, he shall notify us thereof in writing without delay.

3. If and to the extent that neither a product spec­i­fi­ca­tion nor an express special agree­ment on quality exists with regard to a contrac­tual product, the Seller expressly guar­an­tees as a minimum stan­dard that the goods comply in all respects, in partic­ular with regard to compo­si­tion, ingre­di­ents, labeling and equip­ment, with the legal require­ments applic­able in Germany and other Euro­pean coun­tries and are thus marketable without restric­tion in Germany or other Euro­pean coun­tries.

4. The Seller shall ensure that all regis­tra­tion oblig­a­tions resulting from Regu­la­tion (EC) No. 1907/​2006 (REACH) are fulfilled in a timely, complete and correct manner and shall provide us with the rele­vant docu­men­ta­tion as proof upon request.

§ 9b Oblig­a­tion to examine the goods and give notice of defects

1. We shall not be obliged to inspect the goods or to make special inquires about any defects upon conclu­sion of the contract. Notwith­standing § 442 para. 1 sentence 2 of the German Civil Code (BGB), we shall there­fore also be enti­tled without restric­tion to claims for defects if the defect remained unknown to us at the time of conclu­sion of the contract as a result of gross negli­gence.

2. The statu­tory provi­sions (§§ 377, 381 HGB) shall apply to the commer­cial duty to inspect and give notice of defects with the following proviso: Our duty to inspect shall be limited only to obvious defects (e.g. trans­port damage, wrong delivery and short delivery), in the case of quan­tity deliv­eries only to defects detectable by sampling. If accep­tance has been agreed, there shall be no oblig­a­tion to inspect. In all other respects, it shall depend on the extent to which an inspec­tion is feasible in the ordi­nary course of busi­ness, taking into account the circum­stances of the indi­vidual case. Our oblig­a­tion to give notice of defects discov­ered later shall remain unaf­fected. Notwith­standing our duty to inspect, our notice of defect shall be deemed to have been given without undue delay and in good time if it is sent within 10 working days of discovery or, in the case of obvious defects, of delivery.

3. If obvious defects are discov­ered in goods which have been sent by you directly to the desti­na­tions of our customers named by us, the period for giving notice of defects shall not commence until the goods have been handed over at the place of desti­na­tion. The same shall apply if the goods were packed by sea.

4. If it is found that a quan­tity of the goods which is no longer justi­fi­able from an economic point of view does not comply with the contrac­tual or legal require­ments, we shall be released from further inspec­tion and may make the entire delivery avail­able on the basis of the total sample result. In the case of succes­sive deliv­eries, we shall be free to decide whether to continue the contrac­tual rela­tion­ship or whether to refuse accep­tance of further deliv­eries due to the defec­tive­ness of a partial delivery.

§ 9c Rights in case of defects, oblig­a­tion to bear costs, right of self-perfor­mance

1. In the event of a defect, we may, in accor­dance with the statu­tory provi­sions, in partic­ular demand, at our option, as subse­quent perfor­mance, the elim­i­na­tion of the defect (recti­fi­ca­tion, removal of defects) or the delivery of a defect-free item (replace­ment delivery) within a reason­able period of time set by us. If the subse­quent perfor­mance fails, we may with­draw from the contract or reduce the agreed purchase price and, in addi­tion - if the Seller is at fault - claim damages.

2. The subse­quent perfor­mance shall be carried out by the Seller free of charge including all ancil­lary costs. In partic­ular, the Seller shall bear all expenses incurred in connec­tion with the deter­mi­na­tion of the defect and the recti­fi­ca­tion of the defect, including those incurred by us, e.g. inspec­tion costs, costs of disman­tling and instal­la­tion, trans­port, travel, labor and mate­rial costs. If neces­sary, you shall carry out subse­quent improve­ments or new deliv­eries in multiple shifts or over­time or on public holi­days if this is neces­sary and reason­able for urgent oper­a­tional reasons avail­able to us.

3. The expenses neces­sary for the purpose of inspec­tion and subse­quent perfor­mance shall be borne by the Seller even if it turns out that there was actu­ally no defect. Our liability for damages in the event of an unjus­ti­fied request to remedy a defect shall remain unaf­fected only to the extent that we recog­nized or were grossly negli­gent in not recog­nizing that there was no defect.

4. Notwith­standing § 9c items 1 and 2, the following shall apply: If the Seller fails to meet its oblig­a­tion to remedy the defect despite setting a reason­able dead­line, we shall be enti­tled to remedy the defect ourselves and to demand reim­burse­ment from the Seller of the expenses required for this purpose or a corre­sponding advance payment. No dead­line need be set if subse­quent perfor­mance by the Seller is unrea­son­able for us or if imme­diate recti­fi­ca­tion of the defect by us or a third party is neces­sary (e.g. due to partic­ular urgency, risk to oper­a­tional safety or immi­nent occur­rence of dispro­por­tionate damage); we shall inform the Seller of such circum­stances without delay. However, minor defects may be reme­died by us ourselves - in fulfill­ment of our duty to mini­mize damage without prior consul­ta­tion, without this affecting the Sell­er's warranty oblig­a­tion. Even in the case of minor defects, we shall be enti­tled to demand reim­burse­ment of the neces­sary expenses from the Seller.

5. Current safety data sheets shall be handed over to us with the delivery at the latest. The Seller shall indem­nify us against all recourse claims by third parties in the event that the Seller fails to provide us with the safety data sheets or provides them late. The same shall apply to any subse­quent changes.

6.  If the Seller culpably provides us with a delivery/​service which is not free of third party rights in Germany or, insofar as he is informed of this, in the country of desti­na­tion, he shall be liable for all finan­cial disad­van­tages resulting for us from this.

§ 10 Supplier recourse

1. We shall be enti­tled to our statu­tory rights of recourse within a supply chain (supplier recourse pursuant to §§ 445a, 445b of the German Civil Code (BGB)) in addi­tion to our claims for defects without restric­tion. In partic­ular, we shall be enti­tled to demand from the Seller exactly the type of subse­quent perfor­mance (repair or replace­ment delivery) that we owe to our customer in the indi­vidual case. Our statu­tory right of choice (§ 439 para. 1 BGB) shall not be restricted hereby.

2. Before we acknowl­edge or fulfill a claim for defects asserted by our customer (including reim­burse­ment of expenses pursuant to §§ 445a para. 1, 439 para. 2 and 3 BGB), we shall notify the Seller and request a written state­ment, briefly stating the facts of the case. If a substan­ti­ated state­ment is not made within a reason­able period of time and if no amicable solu­tion is reached, the claim for defects actu­ally granted by us shall be deemed to be owed to our customer. In this case, the Seller shall have the burden of proof to the contrary.

3. Our claims from supplier recourse shall also apply if the defec­tive goods have been further processed by us or another entre­pre­neur, e.g. by incor­po­ra­tion into another product.

§ 11 Product liability

1. If claims are asserted against us due to viola­tion of offi­cial safety regu­la­tions or due to domestic or foreign product liability rules or laws because of a defec­tive­ness of our product, we shall be enti­tled to demand from the Seller indem­ni­fi­ca­tion against such claims if and to the extent that the damage was caused by a defect of a delivery item or in the Sell­er's sphere of control and orga­ni­za­tion.

2. Within the scope of its indem­ni­fi­ca­tion oblig­a­tion, the Seller shall reim­burse all costs and expenses arising from or in connec­tion with a third party claim pursuant to §§ 683, 670 BGB. This shall also include costs of legal action.

3. If a safety-rele­vant defect in the delivery items makes a recall action neces­sary or if this is ordered by the author­i­ties, you shall also bear the corre­sponding costs and expenses of the recall action. We shall coor­di­nate the content and scope of such a recall with the seller - insofar as this is possible and reason­able. Further legal claims shall remain unaf­fected.

4. Claims under a right of recourse to which we are enti­tled against the Seller under the statu­tory provi­sions on product liability shall not become time-barred earlier than our own oblig­a­tions towards third parties.

§ 12 Statute of Limi­ta­tions

1. The mutual claims of the contracting parties shall become statute-barred in accor­dance with the statu­tory provi­sions unless other­wise expressly or here­inafter provided.

2. Notwith­standing § 438 para. 1 no. 3 BGB, the general limi­ta­tion period for claims for defects shall be 3 years from the passing of risk to us or to the third party desig­nated by us.

3. Insofar as accep­tance has been agreed (e.g. devices, machines and plants), the limi­ta­tion period shall commence upon accep­tance. The limi­ta­tion period shall commence on the accep­tance date stated in our written accep­tance decla­ra­tion. If the accep­tance is delayed through no fault of the Seller, the limi­ta­tion period shall be two years after the delivery item has been made avail­able for accep­tance.

4. The limi­ta­tion period for spare parts shall be two years after instal­la­tion/​commis­sioning and shall end no later than four years after delivery. The warranty period for build­ings shall be governed by the statu­tory provi­sions.

5. The 3-year limi­ta­tion period shall apply mutatis mutandis to claims arising from defects of title, whereby the statu­tory limi­ta­tion period for claims in rem of third parties for surrender of prop­erty (§ 438 para. 1 no. 1 BGB) shall remain unaf­fected; claims arising from defects of title shall further­more not be time-barred in any case as long as the third party can still assert the right - in partic­ular in the absence of a limi­ta­tion period - against us.

6. As long as the justi­fi­ca­tion of our complaint is being nego­ti­ated or attempts at subse­quent perfor­mance are being made, the warranty period for the affected delivery/​service, for plant/​plant parts shall be suspended from the time of noti­fi­ca­tion of the oper­a­tional distur­bance until the conclu­sion of the nego­ti­a­tions or until the end of the repair work.

7. If you deliver a replace­ment or a repaired part within the scope of subse­quent perfor­mance, the limi­ta­tion period for the deliv­ered part shall start anew upon its instal­la­tion/​accep­tance. This provi­sion shall not apply if only a minor defect of a deliv­ered part can be reme­died by replace­ment delivery or recti­fi­ca­tion without signif­i­cant expen­di­ture of time and money or if we had to assume from your conduct that you did not feel obliged to take the measure but only carried out the replace­ment delivery or recti­fi­ca­tion of the defect as a gesture of good­will or for similar reasons.

8. The limi­ta­tion periods of the law on sales including the above exten­sion shall apply - to the extent provided by law - to all contrac­tual claims for defects. Insofar as we are also enti­tled to non-contrac­tual claims for damages due to a defect, the regular statu­tory limi­ta­tion period (§§ 195, 199 BGB) shall apply for this, unless the appli­ca­tion of the limi­ta­tion periods of the law on sales leads to a longer limi­ta­tion period in indi­vidual cases.

§ 13 Import and Export Provi­sions, Customs

1.  In the case of deliv­eries from an EU member state outside Germany, the suppli­er's EU VAT iden­ti­fi­ca­tion number must be stated.

2. Imported goods shall be deliv­ered duty paid. You are obliged to provide at your own expense any decla­ra­tions (so-called suppli­er's decla­ra­tions) and infor­ma­tion required under the currently valid EU-Regu­la­tion, to permit inspec­tions by the customs author­i­ties and to provide any offi­cial decla­ra­tions required.

3. We are "AEO-F" - Autho­rized Economic Oper­ator. You under­take to ensure that goods produced, stored, trans­ported, deliv­ered to us or accepted by us on our behalf are produced, stored, processed and loaded at secure oper­ating sites and at secure handling loca­tions and are protected against unau­tho­rized access during produc­tion, storage, processing, loading and trans­port, the personnel employed for produc­tion, storage, processing, loading, trans­port and accep­tance of such goods are reli­able and busi­ness part­ners acting on your behalf are informed that they must also take measures to secure the supply chain referred to in a) above.

4.  The same applies in the case of the provi­sion of services.

5. The Seller shall provide any proofs of origin requested by us with all the neces­sary details and duly signed without delay. By accepting our order, the Seller under­takes to enable the veri­fi­ca­tion of certifi­cates of origin and suppli­er's decla­ra­tions by the customs admin­is­tra­tion and to provide the infor­ma­tion required for this purpose and to submit any offi­cial confir­ma­tions (infor­ma­tion sheets) that may be required. Further­more, he under­takes to compen­sate us for any damage incurred by us as a result of the declared origin not being recog­nized by the compe­tent authority. The Seller shall inform us without delay if a delivery is subject in whole or in part to export restric­tions under German or any other law.

§ 14 Choice of Law and Place of Juris­dic­tion

1. These General Terms and Condi­tions of Purchase and the contrac­tual rela­tion­ship between us and the Seller shall be governed exclu­sively by the laws of the Federal Republic of Germany, excluding inter­na­tional uniform law, in partic­ular the UN Conven­tion on Contracts for the Inter­na­tional Sale of Goods (CISG). The same shall apply in the case of legal rela­tions with sellers domi­ciled abroad.

2. For all disputes arising from the busi­ness rela­tion­ship with merchants within the meaning of the German Commer­cial Code (Handels­ge­set­zbuch), the exclu­sive - also inter­na­tional - place of juris­dic­tion shall be our regis­tered office in Neuburg a. d. Donau. The same shall apply if the Seller is a busi­nessman within the meaning of § 14 of the German Civil Code (BGB). However, we reserve the right to bring our claims also at the place of perfor­mance of the delivery oblig­a­tion in accor­dance with these General Terms and Condi­tions of Purchase or a prior indi­vidual agree­ment or at the general place of juris­dic­tion of the Seller.

§ 15 Final Provi­sions

1. State of the art: Deliv­eries/​services of the Seller shall comply with the latest state of the art, the rele­vant Euro­pean and German legal provi­sions and the regu­la­tions and guide­lines of author­i­ties, profes­sional asso­ci­a­tions and trade asso­ci­a­tions. In partic­ular, the provi­sions of occu­pa­tional safety law, the require­ments of the Equip­ment and Product Safety Act, the acci­dent preven­tion and fire protec­tion regu­la­tions and the provi­sions of envi­ron­mental law must be complied with.

2. Envi­ron­ment: The Seller under­takes to use envi­ron­men­tally friendly prod­ucts and processes in his deliv­eries/​services and also in subcon­tracted or ancil­lary services of third parties within the scope of economic and tech­nical possi­bil­i­ties. He shall be liable for (conse­quen­tial) damage caused due to a lack of envi­ron­mental compat­i­bility of the prod­ucts and pack­aging mate­rials supplied.

3. Social stan­dards: The Seller warrants to us that the prod­ucts or services supplied by him are not produced under inhu­mane working condi­tions and circum­stances such as child labor, forced labor, discrim­i­na­tion or use of phys­ical punish­ment or coer­cion. Like­wise, it shall prevent any corrup­tion, bribery or bribe payment.

4. Insol­vency: If the finan­cial situ­a­tion of the Seller dete­ri­o­rates after conclu­sion of the contract and before execu­tion of the contrac­tual delivery in such a way that proper perfor­mance of the contract is in doubt or if we become aware of such dete­ri­o­ra­tion after conclu­sion of the contract, in partic­ular if the Seller stops payments, a prelim­i­nary insol­vency admin­is­trator is appointed or insol­vency proceed­ings are opened against the Sell­er's assets, we shall be enti­tled to with­draw from the contract in whole or in part without prior notice. Compen­sa­tion claims against us due to or in connec­tion with such a with­drawal are excluded. Data protec­tion: We are enti­tled to store and process all data required from you in the context of the estab­lish­ment, imple­men­ta­tion and termi­na­tion of the contrac­tual rela­tion­ship within the legally permis­sible frame­work, including personal data.

5. English version: The German version of the Terms and Condi­tions of Purchase, as set forth above, shall be deemed expressly agreed. The English version serves merely as a working aid. It shall not be legally binding and shall not form part of the contract.

Docu­ment last updated January 2022