Terms & Conditions
1. Our purchasing terms apply only to companies as defined by § 14 BGB in business transactions. Our orders - and all future orders - are subject to the following conditions, unless expressly agreed otherwise in writing. Terms and conditions of suppliers do not apply; neither do any small deviations in their order confirmations. Our purchasing terms will also apply exclusively even if we unconditionally accept delivery from the supplier in the knowledge that the supplier's conditions are contrary to or differ from our own purchasing terms.
Changes and amendments to the contract can only be made by the company management or a specially appointed representative of the supplier. Verbal agreements or statements of other persons are effective only if they are confirmed in writing by the management of the supplier.
Any verbal collateral agreements made at conclusion of the contract are invalid.
2. Prices must be quoted exclusively with value-added tax. The prices are maximum prices with free delivery to the receiving point designated by us. Duties and taxes, transport, packaging, insurance and other ancillary costs are only reimbursed separately if this is expressly agreed. If packaging material is sent then the value must be credited to us. The return of the packaging material is not free.
The delivery dates stated in our order are binding and imply arrival at the receiving point designated by us. If the supplier determines that he cannot meet a deadline then he must notify us immediately in writing. We are entitled to refuse acceptance of goods which are delivered prior to the delivery date specified in the order and return these goods at the expense and risk of the supplier or store them at a different location. If we cannot accept delivery due to unforeseen and exceptional circumstances which we cannot prevent in spite of reasonable effort (for example, operational disruption, strike), then the period of delivery is postponed by the duration of the disturbance. If acceptance of delivery is prevented for longer than six months then either party is entitled to withdraw from the contract.
4. Place of performance
The supplier shall deliver the goods at his own risk to the receiving point designated by us.
A packing slip and a delivery note including our order and item code number must be enclosed with all shipments.
6. Receipt of Goods and Inspection
The confirmation of receipt at the receiving point designated by us is dispatched after an inspection for dimensional accuracy, quantity, and quality is carried out.
We are authorized to carry out random sample inspections of the goods, and notwithstanding our other rights, to reject the goods completely if permissible marginal quality values or AQL values are exceeded, or to conduct a 100% inspection of the goods at the cost and risk of the supplier and to demand replacement of the defective parts. We reserve the right to charge for the cost of testing the replacement goods in case of complaint. Short or incorrect deliveries or obvious defects are reported by us within ten days. This also applies to goods that are resold by us worldwide.
7. Return Shipments
The return shipment of defective goods is carried out at the cost and risk of the supplier and added to the return debit of the original invoice. Replacement deliveries must be invoiced again indicating the number of our return shipment and debit notice.
The supplier guarantees flawless workmanship, sound and proper execution in accordance with the agreement and the use of good quality and fault-free raw materials.
The goods must conform to the generally recognized rules of technology; in particular with respect to DIN standards, VDE regulations, and other recognized technical regulations.
We shall have the right to choose between remedial measures and new delivery, if goods prove to be defective, even after random sampling is completed. If subsequent performance fails, then we are entitled to reduce the purchase price or cancel the contract. Subsequent improvement is deemed to be unsuccessful after the first failed attempt. If the supplier is in danger of defaulting on performance, default is imminent or in cases of special urgency, we shall be entitled to self-performance at the expense of the supplier. Our right to claim damages according to statutory provisions shall remain unaffected.
We have the right to withdraw from the contract and claim damages instead of performance even if there are only insignificant deviations from the agreed quality or only minor impairments of usability.
Unless agreed otherwise, the warranty period is two years starting with receipt of delivery at our location. The warranty period starts anew with respect to the repaired parts.
However, if the supplier has fraudulently concealed defects then claims do not expire as outlined in the general statute of limitations according to § 195 BGB.
9. Current State of Technology with Respect to the Goods
The supplier is obligated to deliver goods that conform to the latest state of technology if long-term delivery contract are involved. Any planned technical changes or changes in style must be submitted to us for approval. During the contract period we are entitled to prescribe technical changes or changes in design or style which are reasonable.
We must be informed immediately, and in every case, if this results in cost changes. If the price of the goods decreases due to increasing production or rationalization we must be informed of this and given a credit correspondingly.
10. Property Rights
The supplier is completely responsible for and must guarantee that the property rights and property right applications of third parties in the countries of the European Union, Switzerland, the USA, Japan, South Korea, Singapore, Hong Kong, China, Taiwan, Malaysia and in others countries named by the supplier in individual cases will not be violated through the delivery and contractual use of the ordered items. He must release us from all claims made by others against us resulting from such infringements. In cases of a violation, all statutory and contractual claims arising from defects and defects of title, including normal compensatory claims for damage, also with respect to items that were purchased from a third party supplier, will be available to us. When using third-party rights based on license agreements with limited territorial scope concluded by the supplier, the supplier must ensure that use is permitted in all countries listed above.
Payment is due 30 days net.
Neither recognition of fulfillment nor a waiver of warranty is connected with payment.
The invoice must be submitted promptly after delivery of the goods and include our delivery and item code number. It must be sent to our address printed on the overleaf in duplicate and may not be attached to shipments.
The assignment of claims against us, except to the borrower's bank or to the factoring company of the seller, are only effective with our written consent.
All documents delivered to the supplier by us, for submission of tender or executing an order, remains our property and may not be used for other purposes, reproduced or disclosed to third parties.
These documents or items must be returned to us without asking free of charge and after execution of the order. Products that are manufactured according to these documents may not be offered, delivered or otherwise made known, directly or in conjunction with other products to third parties without our written consent. The supplier agrees to use his knowledge and experience acquired during the execution of our orders exclusively for the execution of orders from our company. The supplier is obligated to keep confidential all business matters of which he has been made aware of through the execution of orders. The obligation of confidentiality shall not apply if and to the extent the knowledge is generally known to the public.
If for any reason one of these provisions cannot be applied then it shall not affect the validity of the remaining provisions.
16. Jurisdiction and Place of Performance
(1) The court of jurisdiction for all disputes from or in connection with the contractual relationship is Munich if the seller is a registered trader.
(2) The place of performance is Munich.
17. Applicable Law
The law of the Federal Republic of Germany shall apply to these purchasing terms and the entire legal relationship between the parties in connection with our orders. The uniform CISG does not apply.
Delivery and Payment Terms
1. General Information
The following delivery and payment terms apply only to companies as defined by § 14 BGB in business transactions. They apply to the entire business relationship with our customers. The purchaser acknowledges these as binding for this contract and also for all future transactions.
Priority of Individual Agreement:
Changes and amendments to the contract can only be made by the company management or a specially appointed representative of the purchaser. Verbal agreements or statements of other persons are effective only if they are confirmed in writing by the management of the purchaser. The terms and conditions of the buyer are not recognized and are not part of the contract, not even through silence on our part or through the performance of the contract.
2. Offer and Supply
(1) Our offers are subject to change.
(2) If unforeseeable, unavoidable and unusual procurement, manufacturing or supply disruptions at our suppliers or with us, e.g., an energy shortage, traffic disturbances, strike or lockout, prevents us from executing the contract in a timely fashion, the delivery date will be extended up to a maximum of six months. The purchaser can only cancel the contract if after expiration of the extended deadline, a final deadline of at least three additional weeks is granted in writing, unless based to the underlying circumstances the reasonable time period would be longer. Cancellation must be made in writing, if we do not perform within the grace period. Paragraph 3 remains unaffected.
(3) If we are in whole or in part unable to execute the contract for the reasons stated in paragraph (2) above, we are released from our obligation to deliver.
(4) If we are prevented from executing the contact according to paragraph (2) or execution is impossible according to paragraph (3), we will inform the purchaser immediately.
(5) Claims for damages by the purchaser due to delay, non-performance, as well as contractual and non-contractual claims for damages are excluded unless we or our vicarious agents have acted with willful intent, gross negligence or are in breach of a material contractual duty. This also applies if an action is also an unlawful act.
(6) The seller's liability is limited to foreseeable damages. Excluded are all claims for damage which were not foreseeable at the time the contract was concluded or at the time of any breach of obligation, both with respect to damaged items as well as to the amount of damage.
(7) We shall have the right to withhold shipments if the purchaser is in default of payment for an earlier delivery. We shall not be liable for compensation of any damages incurred as a result of such action.
(8) We are entitled to make partial deliveries to a reasonable extent.
Invoicing is based on the prices applicable for the day of delivery, provided no special agreement was made previously. If only a part of the agreed quantity is accepted within the agreed period during forward orders then we are entitled, at our discretion, to either invoice the delivered amount at the price applicable to the respective lot-size or to deliver and invoice the entire lot.
(1) Our invoices are payable within 30 days net of the invoice date. However, we are entitled to make any delivery conditional upon immediate payment.
(2) The purchaser is considered to be in default after the due date without further explanation by us. If the purchaser is in default, we are entitled to charge interest at the rate of 8% above the base rate, unless a greater or lesser amount of damage can be verified.
(3) We reserve the right to decide on the acceptance of bills of exchange and checks on a case-by-case basis. They are only accepted for payment, if at all. The credit note will be subject to the usual proviso. For bills of exchange we calculate the usual bank discount and transaction charges. Any liability for timely collection or timely protest is excluded, unless we or our vicarious agents have acted with willful intent, gross negligence or are in breach of a material contractual duty.
(4) In the event that the purchaser is responsible for a bill of exchange or check not being honored in due time, or other conditions for which he is responsible occur and substantially jeopardize a payment, then we may declare the entire receivable immediately due for payment even if bills of exchange or checks have already been submitted.
(5) Only persons using our form of receipt and who are authorized in writing to collect may accept payment. However, the purchaser is entitled prove to us that other people are actually authorized to collect on a case-by-case basis.
5. Retention of Title
(1) The goods remain our property until payment is received for all future claims arising from our business relationship with the purchaser.
(2) Any processing or modification by the purchaser of the goods sold is always carried out on our behalf. If the goods are processed with other objects not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods to the other processed items at the time of processing. If the goods are inseparably mixed or combined with other items not belonging to us or connected in the sense of § 947 BGB, we shall acquire co-ownership of the new item in proportion to the value of the purchased goods to the other processed items at the time of mixing, combining or connection. If the mixing of combination takes place in such a manner that the goods of the purchaser are considered to be the main goods, then it is considered agreed that the purchaser transfers proportionate co-ownership to us. The purchaser shall store the goods free of charge for us and with the care of a prudent businessman.
(3) The purchaser may sell the goods subject to our retention of title in the ordinary course of business, either for immediate payment or with retention of title. He does not have the right to make any other dispositions, in particular with respect to transfer of the title or pledging the goods as collateral.
(4) The purchaser assigns to us, his receivables from the resale of the goods subject to our retention of title, in amount and with all ancillary rights, that corresponds to our invoice price including value-added tax.
(5) In the event that purchaser's receivables due from the resale of goods are included in a current account, the purchaser hereby assigns to us his claim to the balance of the current account vis-á-vis his customer (including the final balance in the event of bankruptcy). The assignment shall be made in the amount invoiced including the value-added tax charged to the purchaser for resold goods subject to retention of title.
(6) The purchaser is entitled to collect the claims assigned to us. An assignment or pledging of receivables as collateral is only permitted with our written consent. The authority to collect is excluded if the purchaser is in default of payment, a petition is filed to open bankruptcy or composition proceedings or there is suspension of payment or some other event which endangers the security interest of the seller. In this case the purchaser must, upon our request, notify the debtors in writing of the assignment, provide us with all information and deliver all relevant documents. If necessary the purchaser must grant us access to the relevant documents.
(7) If the circumstances set forth in paragraph 6, sentence 3 above occur, the purchaser must grant us access to the goods subject to our retention of title and still in his possession, provide us with an exact list of the goods, separate the goods and deliver the goods to us.
(8) We agree, at the request of the purchaser, to release the collateral due to us to the extent the realizable value of our collateral exceeds the receivables to be secured by more than 20 %; the choice of collateral to be released is ours.
(9) The purchaser must inform us immediately in writing of any third party attachment of the goods subject to retention of title or of the receivables assigned to us and support any effort by us to intervene.
(10) The costs of complying with the said obligations to cooperate in the pursuit of all rights under the retention of title and all expenses for the purpose of preservation and storage of the goods are incurred by the purchaser.
6. Packaging and Shipping
(1) Packaging is carried out in accordance with trade and commercial practice. Special packaging and substitute packaging will be invoiced at cost.
(2) All shipping costs are incurred by the purchaser.
7. Transfer of Risk
(1) The risk is transferred to the purchaser once the goods leave the factory or warehouse. All shipments, including any returns, are carried out at the risk of the purchaser.
(2) All of our shipments are insured against damage in transit; the costs are incurred by the purchaser.
8. Liability for Defects and Compensation
(1) The goods are delivered in the design and composition which is standard for us at the time of delivery.
(2) Our deliveries must be checked for correctness immediately after they are received. Short deliveries or incorrect amounts and obvious defects must be reported in writing immediately upon receipt. Non-obvious defects, which occur at a later date must be reported in writing immediately upon discovery, otherwise the goods shall be deemed approved, despite this defect. Warranty claims expire twelve months after delivery. This statute of limitations applies to all claims for compensation that are related to the defect regardless of the legal basis of the claim.
(3) The warranty will lapse if changes are made to the delivered goods by the purchaser or by a third party, unless the defect was not detected until during or after the change, or if the purchaser does not immediately comply with our request to return the goods which are alleged to be defective. Warranty claims cannot be asserted by the purchaser if there are only minor deviations from the agreed quality or only minor impairments of usability.
(4) In the event of justified claims, we will correct the defect, at our discretion, through repair free of charge or through delivery of a replacement. In this case, we will also assume the cost of shipping. The purchaser can demand either a reduction in payment or cancellation of the contract if repair or replacement is unsuccessful. Subsequent performance applies only after a failed second attempt. Any further liability, including liability for damage not caused to the delivered goods themselves is excluded, unless we or our vicarious agents have acted with willful intent, gross negligence or are in breach of a material contractual duty, or unless a characteristic that would have prevented the damage from occurring was expressly guaranteed.
(5) Goods which are alleged to be defective must be returned either in their original packaging or in accordance with trade and commercial practice and must be approved first by a RMA (Return of Material Authorization). The return delivery must take place within 14 days after notification of the RMA number. Thereafter, approval expires without replacement.
(6) The purchaser is not entitled to assert any claim or right because of defects if the purchaser has failed to effect payments that are due or the amount due (including any payments made) is unreasonably disproportionate to the value of the defective delivered goods.
(1) There is no guarantee for repairs carried out if no defect report exists.
(2) In the case of faulty repairs, any obvious defects must be reported immediately and in writing. Non-obvious defects, which occur at a later date must be reported in writing immediately upon discovery, otherwise the goods shall be deemed approved, despite this defect.
(3) Claims for damages are only recognized in correspondence with Section 8, paragraph 4, sentence 4.
10. Other Claims for Damages
Other claims for damages by the purchaser against us, regardless of the legal basis, are excluded unless we or our vicarious agents have acted with willful intent, gross negligence or are in breach of a material contractual duty.
11. Prohibition of Set-Offs and Right of Retention
The purchaser can only assert a right of retention if it arises out of the same contractual relationship. The set-off by the purchaser or the right of retention is excluded, unless the counterclaim would be undisputed or acknowledged by us as a final and non-appealable judgment. In such a case the purchaser is only entitled to a right of retention provided the retained amount is proportionate to the defects and the anticipated cost of the subsequent fulfillment (in particular with respect to correcting defects).
12. Damage Claims for Non-Performance
If we are entitled to damages for non-performance by the purchaser, then the damages payable shall be an amount equal to 25 % of the net value of the goods unless higher or lower damages are verified.
13. Product Labeling and Property Rights
(1) Any changes to our goods and any markings that could be considered as a purchaser or third party mark of origin, or which create the impression of a special product are not permitted.
(2) Should any third party raise claims against the purchaser on the grounds of the violation of property rights or copyright, we shall at our discretion and at our expense, to the extent liable according to the applicable statutory provisions, obtain a license for the goods sold or replace them with goods that do not violate protective rights. If this is not possible for legal or technical reasons or not possible based on reasonable economic criteria, then we will accept the return of goods and refund the purchase price. For further claims we are liable in accordance with the standards set forth in Section 10. We assume no liability for non-contractual use of the goods.
(3) For goods manufactured according to the purchaser's specifications, we do not assume any liability for violations of third party property rights, unless we or our vicarious agents have acted with willful intent, gross negligence or are in breach of a material contractual duty. This also applies if we have cooperated in the development of the goods or developed the goods according to the specifications of the purchaser.
If for any reason one of these provisions cannot be applied then it shall not affect the validity of the remaining provisions.
15. Jurisdiction and place of Performance
(1) The court of jurisdiction for all disputes from or in connection with the contractual relationship is Munich if the purchaser is a registered trader.
(2) The place of performance is Munich.
16. Applicable Law
The law of the Federal Republic of Germany shall apply to these delivery and payment terms and the entire legal relationship between the parties in connection with our deliveries. The uniform CISG does not apply.