1. Conclusion of Contract
The following General Purchasing Terms and Conditions are applicable to all of our purchase orders, independently of whether these are individual orders or orders based on outline agreements. Deviating Terms and Conditions of Contract of our contract partner are only valid if we expressly consent to them in writing.
2. Purchase order
Purchase orders and their alterations or other agreements are only binding if placed or confirmed by us in writing, using our order forms which must be legally signed. An oral order or agreement must be confirmed in writing in order to be legally binding.
3. Order confirmation
We expect a binding confirmation of our order no later than 10 working days after the date of the order. We are free to retreat from the contract without being held liable should the confirmation reach us at a later date. Otherwise our order is understood as being accepted, to our terms and without restrictions.
4. Deliveries
The receipt of the goods by us is the determining factor for having met the delivery deadline.
If the delivery is not on time the supplier is held liable according to statutory regulations.
As soon as the supplier is able to identify that he will be unable to fulfil his contractual obligations, either in whole or in part by the deadline, the supplier must inform us immediately, stating the reasons and the anticipated length of the delay. This also applies for cases of “force majeur”.
All deliveries are generally free ex works or address overleaf for dispatch. This also means that all extra costs for insurance, customs, packaging, freight charge and other duties are to be paid by the supplier. Over or short deliveries to the order quantity are only acceptable if agreed to by us in advance. Otherwise we are not bound to accept any excess amounts.
5. Packaging
The supplier is liable for appropriate packaging. The supplier will be held liable for loss or damages to the ordered goods during transportation caused by insufficient packaging.
Return of packaging material and empties will be charged to the supplier.
6. Dispatch
All deliveries must include a detailed packing slip or delivery order with an exact listing of the contents as well as a quotation of our order and position number. Non-compliance with our purchasing and delivery conditions authorises us to refuse the receipt of goods at the supplier’s risk and expense.
7. Receiving inspection, note of defects and warranty
The note of defects concerning type, amount and quality of the delivered goods is duly levied if it is claimed immediately after recognising the defect regardless whether the goods have already been processed or are being used.
We are not obliged to immediately inspect the goods. The objection of a late note of defects as well as the unreserved acceptance is excluded.
The supplier specifically warrants the agreed upon quality and functional characteristics as well as complete functionality of the delivered goods and compliance with the latest technical standards.
The above stated warranty liability is true for a time period of one year from the time it is placed into operation.
We will be informed in advance about any changes in design or in the type or composition of the materials used compared with earlier deliverables or services of the same type. Such changes require a written approval.
We are not obligated to inspect deliveries and services for homogeneity after receipt.
In the case of a defective delivery the supplier will either supply a replacement free of charge or grant a price discount or repair the defect at the supplier’s cost at our choice.
In urgent cases we are – after first informing the supplier – authorised to eliminate defects ourselves or by third parties at the supplier’s cost. The supplier is liable for compensation deliveries and rectification of defects in the same amount as the original delivery. The supplier bears the costs for return of rejected goods.
8. Third party trademark rights, patent rights, tooling
The supplier is held liable for ensuring that the items delivered, neither by usage nor by resale, infringe any inland or foreign trademark rights (patents, utility patents and trademarks). He will therefore completely compensate any damages resulting from infringement of foreign property rights.
The supplier is obliged to keep all details of our order confidential, e.g. number of items, technical application, conditions etc. towards third parties.
Manufacturing materials such as drawings, models, samples, tools, devices and such which we provide the supplier with or which are produced by the supplier according to our specifications may not be sold, pledged or otherwise passed on to third parties without our consent.
Exclusively our “Purchasing Conditions for Tooling” apply for the manufacture and usage of tools.
9. Invoicing
The invoice is to be compiled and submitted in duplicate and with detailed listing of order date for each item immediately after the dispatch of the goods.
The second copy of the invoice is to be clearly marked as a copy.
The summarizing of several orders into one invoice is not permissible. This authorises us the right to reject and demand a new invoice.
10. Terms of payment
If not otherwise agreed upon payment occurs as our choice, either per cheque or as bank transfer either 14 days after delivery and receipt of invoice with 3% deduction or after 60 days net invoice total.
Payment means that the means of payment leave our firm on this day.
The assignment of claims against us to third parties, on behalf of the supplier, is not permissible.
We are authorised to withhold a suitable part of the payment, should a warranty binding defect exist, until this defect is corrected.
11. Exclusion of other delivery conditions
Conditions of the supplier which differ from our Purchasing Conditions either in part or completely are not binding for us even if we do not disagree with them or the supplier states that foreign conditions are only binding by agreement from him.
Deviations from our conditions will only be recognised by us if we have explicitly agreed to them.
Should a condition in these purchasing conditions still be or become invalid the validity of the other terms and conditions remains in effect.
The invalid condition is considered to be replaced by an equally economically successful provision.
12. Place of execution and jurisdiction
Our orders solely underlie the jurisdiction of the Federal Republic of Germany.
Place of execution and jurisdiction for delivery and payment is Hamburg.
(State: 21 February 2007)
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