Conditions of purchase
1. Applicability of these conditions Orders from us and conclusion of contracts with us are based exclusively on these conditions of purchase. The conditions of purchase of the Supplier, or any references to the same, shall not apply, even where not expressly objected to.
Offers shall exactly match the corresponding enquiries. Any differences between an offer and the corresponding enquiry shall be explicitly indicated in the offer.
All offers shall be made to us free of charge. All drawings, samples or models sent by us shall remain our property and shall be sent back to us free of charge together with the offer.
3. Orders and order confirmations
a) Only orders in writing shall be binding for us.
b) The Supplier shall provide immediate confirmation of the order in writing, stating our order number and the name of the person placing the order.
4. Delivery, delivery time and delays in delivery
a) Delivery shall include all parts listed in the order as well as the necessary technical and service documentation.
b) The Supplier shall inform us of termination of availability sufficiently far in advance to enable us to still make final arrangements if necessary.
c) All delivery dates are binding. Advance deliveries shall only be permitted with our consent and with a corresponding value date. We reserve the right to make changes to delivery dates.
d) Compliance with the delivery time shall be determined on the basis of receipt of the delivery item at the agreed delivery location.
e) The applicable legal provisions apply in the event of a delay in delivery. Acceptance of a delayed delivery or service shall not constitute a waiver of any claims for replacements.
5. Supply of spare parts
The Supplier shall ensure that spare parts are available for us to order for at least seven years following the last delivery for series production.
a) Prices shall include everything that the Supplier needs to perform in order to meet its supply and service obligations.
b) All prices shall include free delivery to the receiving works or other specified place of delivery, including packaging. For apportioned contracts, any reductions in price that occur between placement of the order and delivery shall be passed on to us.
c) Invoices shall be submitted separately and in duplicate within five days following successful delivery or provision of services.
7. Terms of payment
a) Payments shall either be transferred within 14 days following receipt of the goods and invoice with a 3% discount, or within 90 days following receipt of the goods and invoice without deduction.
b) In the event of a subsequent complaint, we reserve the right to withhold payment, in part or in full, or to offset payment with the next delivery.
8. Shipping, transport insurance and transfer of risk
The Supplier shall bear all transport risks. This shall apply even where we bear the costs for transport and any insurance.
9. Force majeure, strikes and lock-outs
a) If acceptance is not possible in the event of force majeure, strikes or lock-outs affecting us or our sub-suppliers, the acceptance and payment period shall be extended accordingly. If acceptance becomes impossible, we shall be entitled to withdraw from the contract with respect to the unfulfilled portion.
b) If the impediments last for more than two months, the Supplier shall be entitled to withdraw from the contract with respect to the unfulfilled portion.
10. Retention of ownership
The Supplier shall not be entitled to any rights to retention of ownership beyond ordinary retention of ownership.
11. Quality and documentation
a) The Supplier shall guarantee product quality in accordance with current levels of technology, taking into account applicable technical standards, legal provisions and our terms of acceptance.
b) The Supplier shall inform us of any possible changes, improvements and further developments made to the delivery item in good time. When doing so, the Supplier shall in particular highlight the significant technical differences between the old and new design of the delivery item in writing.
c) Any change to the delivery item shall require our written consent in advance. The first delivery following implementation of the change shall be specially marked.
d) The Supplier shall test the items to be delivered by it in accordance with the tests, means of testing and testing methods specified by us and draw up appropriate testing documentation. The testing documentation shall be retained for at least eight years following the invoice date for the last delivery and shall be presented to us if required. The Supplier shall place the same obligations on any preliminary suppliers.
e) We shall be entitled to inspect the Supplier's inspection and testing documentation. We shall also be permitted, subject to prior notification, to inspect the manufacturing processes and indicate any defects.
12. Notification of defects
a) If random sampling indicates a fault rate in a delivery in excess of the corresponding AQL value, we shall be entitled, subject to prior notification, to subject the entire delivery to testing at the Supplier's expense, or to send that delivery back to the Supplier at the Supplier's expense.
b) In the case of deliveries with properties that can only be determined upon processing, notification of defects may be given within one week following discovery of the defect. In this respect, the Supplier shall waive its rights to object to the delay in notification of defects and unconditional acceptance.
c) Any payment of the purchase price made prior to discovery of the defect shall not constitute acknowledgement that the goods are free of defects and were delivered properly.
a) If the Supplier is in default of providing replacement delivery or rectification, or in urgent cases, we shall be entitled, after notifying the Supplier, to, at the Supplier's expense, rectify the defect ourselves or have the defect rectified by a third party.
b) In the event of hidden defects that are only discovered upon or following installation of the delivery item, we shall be entitled to claim for any expenses incurred as a result of rectifying the defect.
c) Costs and risk incurred as a result of returning rejected delivery items shall be borne by the Supplier, regardless of the location of the defective delivery item.
d) This warranty shall end 24 months after the delivery item is put into operation by the end user, or 30 months following delivery to us at the latest.
e) This limitation period shall be suspended over any period in which the delivery item cannot be used due to defects. If the delivery item is partially defective, the suspension of the limitation period shall apply to the entire proportion of the delivery that cannot be used due to the defect in the delivery item.
14. Product liability
a) The Supplier shall carry out all checks on the products it manufactures or delivers, independently of us; the Supplier is responsible for ensuring that the delivery item it delivers is free from defects.
b) The Supplier shall assume liability regardless of fault.
15. Free-issue parts, samples, drawings and means of production
a) Any documents and means of production provided by us to the Supplier shall be sent back to us free of charge as soon as they are no longer needed to complete the order, without the need for us to request this.
b) Any free-issue parts and documents provided by us remain our property, and may only be used for their intended purpose. Processing of materials and assembly of parts shall be carried out for us. The Supplier shall grant us a share in ownership of all products created using materials provided by us, equal in value to the ratio of the free-issue parts provided by us to the product as a whole.
c) The Supplier shall insure all documents against loss, and hereby irrevocably cedes all proceeds of the insurance to us.
16. Property rights
The Supplier shall indemnify us from all claims arising from infringement of the property rights of third parties.
17. Place of performance, place of jurisdiction and applicable law
a) The place of jurisdiction and place of performance shall be Balingen.
b) The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.