General Terms and Conditions of Purchase
Our order is subject to the exclusive application of our general terms and conditions of purchase. All deliveries, services and offers of our suppliers are carried out exclusively on the basis of these General Terms and Conditions of Purchase. These are an integral part of all contracts concluded with our suppliers regarding the supplies or services they offer.
§ 1 Application
(1) These terms and conditions of purchase shall apply exclusively. We hereby object to any counter confirmation, counter offer or other reference by the Supplier to its general terms and conditions, any dissenting terms and conditions of the Supplier shall only apply if we have confirmed the same in writing.
(2) These terms and conditions of purchase shall also govern all future transactions between the parties and shall also apply if we except delivery despite our knowledge of differing or contrary terms.
(3) These terms and conditions of purchase shall only apply vis à vis entre- preneurs, governmental entities, or special governmental estates in the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer, Acceptance
(1) The seller shall accept this offer within a reasonable time not exceeding one week.
(2) We are entitled to change the time and place of the delivery as well as the type of packaging at any time by written notification with a deadline of at least 21 calendar days before the agreed delivery date. The same shall apply to changes to product specifications as far as these can be implemented within the scope of the normal production process of the supplier without significant additional expenditure, in which case the period of notice according to the preceding sentence is at least 1 month. We will reimburse to the supplier the additional costs incurred by the modification, which are proven and reasonable. If such changes lead to delays in delivery that cannot be avoided in the normal production and business operation of the supplier with reasonable efforts, the originally agreed delivery date shifts accordingly. The supplier shall notify us in writing of the additional costs or delays of delivery expected by him in good time before the delivery date, but at least within 3 business days after receipt of our notification pursuant to sentence 1.
(3) We are entitled to terminate the contract at any time by giving a written statement stating the reason if we can no longer use the ordered products in our business based on circumstances that have occurred after conclusion of the contract. In this case, we shall compensate the supplier for the partial service rendered by him.
(4) The elaboration of an offer by the supplier takes place free of charge.
§ 3 Prices, Payment
(1) Delivery and dispatch are at the risk of the supplier DDP (Intercoms 2010) to our business address or the place of delivery specified by us. The risk shall pass to us only if the goods have been delivered to us at the agreed destination, even if shipment has been agreed upon.
(2) Insofar as in the individual case delivery ex works (EXW) has been agreed, the supplier has to provide for the most favorable shipment and for the correct declaration (at the value of the goods). In this case, as well, the supplier is liable for transport damages.
(3) The purchase price is due and payable within 14 days from receipt of the proper invoice with a 3 % discount or net within 90 days from receipt of the proper invoice, except as otherwise expressly agreed upon. For the timeliness of the payments owed by us, the receipt of our transfer order at our bank is sufficient.
(4) We owe no maturity interest. The statutory provisions apply to the default of payment.
§ 4 Offset, Retainer
(1) We reserve all rights to offset or retain payment, as well as the objection of the unfulfilled contract provided by applicable law.
(2) The seller has a right of set-off or retention only on the basis of legally recognized or uncontested counterclaims.
§ 5 Delivery
(1) All delivery dates stated in the order or otherwise agreed upon are binding.
(2) The seller shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.
(3) In case of default in delivery we reserve all rights under applicable law.
(4) We shall be entitled to demand a contractual penalty of 0.5%, maximum 5%, of the respective order value, in the case of delivery delays, after prior written warning via email or fax against the Supplier for each commenced week of the delivery delay. The contractual penalty is to be credited to the damage caused by default by the supplier.
(5) Partial deliveries, as well as qualitative deviations (over- and under-deliveries) are in principle prohibited, unless we have expressly agreed.
(6) The supplier shall maintain a quality assurance which meets the requirements of the current technical standards and standards, document their results and make available to us for inspection. Upon request, the supplier will conclude a quality assurance agreement with us.
§ 6 Protection of property
(1) In the case of orders, orders, drawings, illustrations, calculations, descriptions and other documents provided by us, we reserve the right to property or copyright. The supplier is not allowed to make it accessible to third parties without our express consent, nor to use or reproduce them ourselves or by third parties. He has to return these documents to us completely at our request, if they are no longer required by him in the proper course of business or when negotiations do not lead to the conclusion of a contract. Copies made by the Supplier shall be destroyed in this case; Except for the retention of data within the framework of legal storage obligations and the storage of data for backup purposes within the framework of the usual data backup.
(2) Tools, devices and models which we make available to the supplier or which are manufactured for the purposes of the contract and are charged to us separately by the supplier remain our property or become our property. They are to be indicated by the supplier as our property, to be carefully kept, to be protected against damages of any kind and to be used only for the purposes of the contract. The costs of their maintenance and repair shall be borne by the contracting parties - half of each other in the absence of any other agreement. However, to the extent that these costs are attributable to defects of such items manufactured by the supplier or to improper use by the supplier, his employees or other means of performance, they shall be borne solely by the Supplier. The Supplier shall promptly notify us of any non-negligible damages to these items. It is obligated, upon request, to return the items to us in the proper condition if they are no longer required by us to fulfill the contracts concluded with us.
(3) Supplier's proprietary rights shall only apply insofar as they relate to our payment obligation for the respective products on which the supplier reserves the title. In particular, extended or extended retention of title shall be prohibited.
§ 7 Liability, Warranty
(1) We reserve all rights and remedies for non-conformity provided by applicable law. We are especially entitled, upon our election, to claim remedy of defects, redelivery of conforming goods, and damages.
(2) In case of imminent danger we are entitled, after giving notice to the seller, to remedy the defects at the seller’s cost.
(3) Warranty claims shall be time-barred after 48 month of the passage of risk.
(4) With the receipt of our written notification of defects at the supplier, the limitation of warranty claims shall be suspended until the supplier rejects our claims or declares the defect for elimination or otherwise refuses to continue negotiations on our claims. In the case of a replacement delivery and removal of the defect, the warranty period for replaced and reworked parts begins again, unless we had to assume that the supplier was not obliged to take the action, but instead made the replacement delivery or rectification of defects only for reasons of good faith or similar reasons.
(5) We do not waive any warranty claims by acceptance or by approval of submitted samples or samples.
(6) Quality and quantity deviations are at all times reprimanded if we inform the supplier within 14 working days since receipt of the goods with us. Hidden material defects shall in any event be punished in good time if the notification takes place within 14 business days after discovery to the supplier.
§ 8 Product Liability, Insurance
(1) The seller shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.
(2) The seller shall, at all times during the term of this contract, maintain product liability insurance with an adequate minimum insurance amount of 5.000.000 $ for each single occurrence of personal and property damage. Further damages shall remain unaffected.
§ 9 Warranty of Title
(1) The seller warrants that the goods are free from rights of third parties and that delivery of the goods does not violate any rights of third parties. The seller shall indemnify us, upon first demand, from any claims of third parties in this regard.
(2) Claims based on defect in title shall be time-barred pursuant to § 7 (3) above.
§ 10 Applicable Law, Jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Karlsruhe, Germany.
§ 11 Miscellaneous
(1) The supplier is not entitled to assign his claims from the contractual relationship to third parties without our prior written consent.
(2) Force majeure, labor disputes, culpable malfunctions, unrest, governmental measures and other unavoidable events release us from the duty of acceptance for the duration of its existence. During such events as well as within two weeks after the end of the contract, we are entitled - without prejudice to our other rights - to rescind the contract in full or in part insofar as these events are not of a negligible duration and our demand for and therefore necessary other procurement is considerably reduced.
(3) The invalidity of any provision of these General Terms and Conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed as replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.