Terms and Conditions of Purchase (Valid until 31.12.2020)

I. General

1. All our orders are subject to our terms and conditions of purchase. The supplier’s wholly or partially deviating or contradictory conditions will remain invalid, even if we have not expressly repudiated these. This remains the case if, even though aware of the supplier’s deviating or contradictory conditions, we nevertheless accept deliveries without reservation or render payments in respect thereof. Deviating conditions will only be applicable if and to the extent that we have expressly confirmed these in writing.
2. These terms and conditions of purchase apply not only to the current transaction, but to all future transactions entered into with the supplier.
3. Where supply agreements are concluded between us and the supplier, the terms and conditions of such contracts will take precedence. They will – where required – be supplemented by these terms and conditions of purchase.

II. Orders

1. Orders will only be binding where issued or confirmed by us in writing.
2. We will remain bound by the order for a period of two weeks, the said period commencing with the dispatch of the order.
3. The items to be supplied will be ordered on the basis of the supplier’s offers of supply. The supplier must check that the product names contained in the order are correct and that the material is fit for the declared purpose. If the supplier is in any doubt in this regard, it must make inquiries of us about the purpose of the necessary contractual performance of the product. It fully guarantees that its contractual performance is fit for the specified purpose. Unless otherwise agreed, best quality of materials and best execution of performance are deemed agreed.
4. The supplier is not entitled, without our permission, to relay our orders to sub-contractors for the purpose of fulfilment.

III. Confirmation of order

The order must be accepted by the supplier within the period specified under II.2.

IV. Prices

1. Unless otherwise agreed, the total price or individual price set out in the order is binding and remains valid following application of any payable sales tax/value-added tax.
2. Unless otherwise agreed, the agreed upon prices encompass all services connected with the delivery of the articles, i.e. in particular the packaging and shipment to the agreed upon location (customer’s point receipt) including duties, charges, taxes and other ancillary costs.

V. Payments

1. Unless otherwise agreed, payment will be made within 14 days of receiving goods and invoice with a discount of 3% on the invoice total or within 30 days without discount.
2. Payments made do not preclude the assertion of possible subsequent claims in respect of defects.

VI. Issue of invoice

1. Invoices are to be issued following the particular supply or service in the number specified in the order.
2. The invoices must include the data contained on the delivery or consignment note, see X.2.
3. If the goods are received after the invoice or if the invoice is not complete, the time for calculating the payment and discount periods commences with the day the goods are received or the day that the duly completed invoice is received.

VII. Prohibition on assignment

Unless it has our prior written consent (which we may not withhold unreasonably), the supplier is not entitled to assign its claims against us or to have these collected through any other party. In the event an extended reservation of title clause exists, our consent is deemed to be given to the relevant extent.

VIII. Rights to set-off and withholding

We are entitled to exercise our statutory rights to set-off and withholding.

IX. Delivery date

1. The agreed delivery dates are binding.
2. If a calendar date is agreed in respect of the delivery, the supplier will be in default without the requirement for the issue of a reminder.
3. If there are circumstances from which it is discernable to the supplier that the agreed upon delivery time will not be met, it is duty bound to inform us promptly in writing stating the reasons for the delay and the foreseeable duration.
4. If the supplier is in default of delivery, we will be entitled to exercise our statutory claims. In particular, following the fruitless expiry of a reasonable additional period for performance afforded by us, we will be entitled to demand compensation or rescind the agreement.
5. In the case of delays caused by force majeure or labour disputes for which the supplier is not culpable, without any claims being established in favour of the supplier, following the expiry of a reasonable subsequent period, we may wholly or partially rescind the agreement or demand delivery at a subsequent time.
6. Part or excess deliveries are only permissible with our consent.

X. Delivery

1. Shipment to the destination (delivery address) is performed at the risk of the supplier. The destination specified in the order is the place of performance for all services to be rendered by the supplier. If no destination is specified in the order, the place of performance will be Tuttlingen.
2. A delivery note must be included with every delivery. Alongside the usual details, this delivery note must particularly include the order number, the consignment number, the customer’s order number, the precise name of the goods and the delivered quantities, as well as the dimensions, weight and packaging. If the shipment is done by rail or shipping company, the aforementioned data must be stated on the consignment note and/or other documents accompanying the goods. Foreign suppliers making shipments into the Federal Republic of Germany must include customs and excise documents alongside the other usual documents accompanying the goods.
3. With deliveries of hazardous goods the applicable regulations must be satisfied for the delivery to the specified destination.

XI. Transport insurance/return of packaging

1. The arrangement of transport insurance requires our prior written consent.
2. Where, according to the provisions of the packaging legislation, the supplier is required to take back the packaging, it must collect this from the customer at its own cost. Where the supplier requests that the packaging be returned, it will be responsible for the packaging costs incurred.

XII. Checking for defects – warranty

1. We are only required to check for and report defects to the extent required under the statutory regulations. Where a duty to report defects is established in this respect, this duty will be deemed satisfied (as regards compliance with time) if it is received by the supplier within five working days following detection of the defect in the delivery or as a result of a mandatory examination. The characteristics of the delivery may, in some circumstances, justify a significantly longer period within which defects must be reported.
2. We are entitled to exercise our statutory claims without reservation. Irrespective thereof, we are entitled to choose to demand that the supplier either render substitute performance or, if the supplier is itself capable of doing so, to demand that it render subsequent improvement. In this case the supplier is duty bound to bear the costs necessarily incurred in the elimination of the defect or for substitute performance. The right to claim compensation, including damage to articles other than the goods delivered, in particular to compensation following the failure of subsequent performance, remains reserved to the extent provided for by statute.
3. In urgent cases, after having informed the supplier, the customer will be entitled to repair or replace defective parts and to repair any damage sustained or commission a subcontractor to do so at the cost of the supplier.
4. Unless a longer period of time is stipulated by statute, the limitation period for claims in respect of defects is 24 months following transfer of risk. In the event of subsequent performance, a new limitation period of 24 months in respect of claims for defects will commence once the subsequent improvement works are completed or following the transfer of risk. This new limitation period however only relates to the subsequently improved or substituted part of the delivered article, if only this dependent part is subsequently improved or substituted.
5. The acknowledgement of the receipt of the delivered articles and the acceptance or approval of any presented drawings does not constitute a waiver on our part of our warranty claims or any other rights.

XIII. Indemnity

1. In the event that a claim is made against us by way of a breach of governmental safety regulations or on the basis of other provisions of German law, in particular the German Product Liability Act, the German Equipment Safety Act, the Medical Devices Act, we are entitled to demand that the supplier indemnifies us for the damage/loss we have sustained where its delivery or conduct was defective or where it is in breach of contract and responsible for causing the damage/loss, unless the supplier can prove it was not responsible for the defective delivery or the alleged breach of contract. This entitlement correspondingly applies in the event that an action is asserted against us under the laws of another country, provided that, at the time the contract was concluded, the supplier was aware that we would transport the goods to the country in question.
2. Claims of recourse against the supplier based on the foregoing paragraph are limited in time in accordance with the statutory provisions, but will however remain assertable for a period of three years from the time we first became aware of the incidence of damage/loss, where the legal action raised against us is based on a faulty delivery on the part of the supplier.
3. In the event that a claim for recourse is anticipated against the supplier, we will inform the supplier of the claims raised against us and the measures we have taken in respect thereof.

XIV. Non-disclosure

1. All production documents, models, samples, drawings provided by us to the supplier within the terms of the business arrangement – including oral information – are documents (Vorlagen) within the definition of Section 18 of the German Act against Unfair Competition. These may not be made accessible to any other party nor may they be used for any purpose other than that defined in the contract with the customer. Unless it has the written permission of the customer, the supplier may not afford any other party the opportunity to inspect the materials provided by the customer or otherwise make these available to such parties. The same applies in respect of the goods produced according to our specifications; such goods moreover may not be made accessible to any other party be it in a raw, half-finished or finished state.
2. The supplier is furthermore duty bound to refrain from disclosing confidential technical and commercial information belonging to the customer; this duty endures after the contractual period has expired. This duty of non-disclosure does not encompass information in the public domain and will in any case end when the knowledge enters the public domain provided this was not as a result of contractual breach on the part of the supplier.
3. Any breach of the aforementioned duty of non-disclosure will entitle the customer to rescind all existing contracts of supply, or to terminate them without notice, without establishing any right on the part of the supplier to compensation, contractual performance or payment in respect of goods not yet delivered.

XV. Reservation of title – materials supplied customer

1. We will retain ownership of production documentation, models and samples provided by us to the supplier for the manufacture of the delivered articles; the same applies in respect of drawings prepared by the supplier in accordance with our specifications. Where feasible given to the status of the execution of the order or in the event of breaches of these terms and conditions of purchase, these materials must be surrendered to us promptly upon request along with all copies and reproductions made thereof. The said materials must be returned to us without request upon the completion of the order. The same applies in the event that no contractual delivery actually takes place.
2. We retain ownership of the materials and tools provided by us. The materials provided by us must be stored separately in an organised manner and labelled as our property. The supplier is duty bound to use these solely for the production of the goods as ordered by us and to maintain them at its own cost. It is furthermore duty bound to adequately insure them against fire, water, theft and natural disasters.
3. Processing or transformation by the supplier of materials provided by us will be performed on our behalf. In the event of these being processed or combined with items not belonging to us, we will acquire ownership in the new items proportional to the ratio of the value of our articles to the other processed item as of the time of the processing. If our materials are mixed or combined with a main item belonging to the supplier, it is duty bound to assign us a degree of co-ownership in the new item proportional to the ratio of the value of the goods subject to our reservation of title clause (i.e. our materials) in relation to the value of the new item.
4. Tools, moulds and devices (production resources) pass into our ownership upon payment, even where the supplier has used the wording “proportional tooling costs”.
5. The supplier is duty bound to handle production resources with care and to ensure these are deployable to meet the most recent drawing status. These must be stored on behalf of the customer at no additional cost until the order is completed. The duty of safekeeping substitutes the requisite handover of production resources upon transfer of ownership.
6. We have the right to demand the surrender of production resources at any time following the completion of an order. Irrespective of this, the supplier’s duty of safekeeping only ends following prior consultation with us.

XVI. Data storage

The supplier agrees to its data being stored and subsequently used to the extent that this is required for the execution of the transaction.

XVII. Court and applicable law

1. Inland:
   If legally permissible, legal disputes will be heard before the competent court in Tuttlingen. We are however entitled to pursue legal actions against the supplier before that court with jurisdiction over its registered address.
2. Additionally for foreign transactions:
   The business arrangement will be subject to the material and procedural law of Germany to the exclusion, where legally permissible, of the United Nations Convention on Contracts for the International Sale of Goods. The court with jurisdiction is the competent court in Tuttlingen. We are however entitled to pursue legal actions against the supplier before that court with jurisdiction over its registered address.

(Updated: March 2002)