Terms and Conditions of Purchase

1 General Scope

Our Terms and Conditions of Purchase shall apply exclusively. We do not acknowledge any conflicting or deviating conditions unless specifically agreed to in writing. Our Terms and Conditions of Purchase shall apply even if we were aware of conditions conflicting to or deviating from our Terms and Conditions of Purchase or if we accept such conflicting or deviating conditions without reservation.

Any agreements concluded between us and the contractual partner for the purpose of performing this contract have to be set up in writing in this contract.

Our Terms and Conditions of Purchase shall apply exclusively towards businessmen in the meaning of Sect. 310 Paragraph 4 German Civil Code (BGB).

Our Terms and Conditions of Purchase shall also rule any future business with our contractual partners.

2 Order – Order Documentation

The contractual partner undertakes to confirm our order within a period of 2 working days.

We reserve our property and copy rights regarding any images, drawings, calculations as well as any other records; these must not be made accessible to third parties without our specific written approval. The aforementioned documents are meant exclusively for use in the production process based upon our order; after order execution, unless agreed to the contrary, these documents have to be returned to us unrequested or disposed of without leaving any residues. The documents shall not be disclosed to third parties; insofar the provisions under § 9 No. (4) shall apply additionally.

3 Prices – Terms of Payment

The price displayed in our order shall be binding. Unless agreed to the contrary in writing, the price shall include “carriage free” delivery packaging included. The provisions of the German Regulation on Packaging have to be complied with.

The price does not include statutory VAT.

We can only process invoices which can be clearly allocated to our order references. For any consequences resulting from non-compliance with this requirement, the contract partner shall be liable, unless he provides evidence of not being responsible for such non-compliance.

Unless otherwise agreed in writing, we shall pay the purchase price either with 3% cash discount within 14 days following complete delivery and receipt of invoice or net within 30 days following receipt of invoice.

We are entitled to offsetting and retention rights as far as provided by applicable law.

4 Delivery Time

The delivery time set forth in the order is binding,

The contract partner is under the obligation to inform us immediately in writing if he becomes aware that the agreed delivery time cannot be met.

In case of default in delivery, we are entitled, pursuant to statutory regulations, to claim for compensation for damages suffered by us as a consequence. The contractual partner may prove to us that no damage at all or a significantly lower damage was caused by the default in delivery.

5 Transfer of Risk – Documents

Unless otherwise agreed in writing, delivery has to be carriage free.

The contractual partner is obligated to specify our order references on any order-related documents; if the contractual partner fails to comply with this requirement, we shall not be responsible for any resulting handling delays.

6 Inspection for Defects – Liability for Defects

We are obligated to inspect the goods for possible quality or quantity defects within a reasonable time period; a notice of defects shall be considered timely if received at the supplier’s within a respite of 5 working days following goods received or, in case of hidden defects, detection of the respective defect.

We are entitled to the statutory warranty claims without reduction; in any case we may, at our discretion, request the contractual partner to rectify the defects or to perform a replacement delivery. We specifically reserve the right to claim for damages, above all, for damages in lieu of performance.

In case of exigent circumstances or particular urgency, we may perform rectification of defects ourselves, with costs to be borne by the contractual partner.

The limitation period is 36 months following the transfer of risk.

7 Product Liability – Indemnity – Third Party Insurance Cover

If the contractual partner is responsible for a defect which gives rise to a product liability claim, he is obligated to indemnify us upon our first demand against third party damage claims insofar as the cause of such defect was set within the contractual partner’s controlling and organizational area and to the extent he is liable towards third parties.

In the scope of his liability for damages in the meaning of no. (1) above, the contractual partner is also under the obligation to reimburse possible expenses pursuant to Sections 683, 670 BGB or Sections 830, 840, 426 BGB resulting from a product recall carried out by us. We will advise the contractual partner, as far as possible and reasonable, on content and extent of the recall measures to be carried out and give him the opportunity for comment. Other statutory rights shall remain unaffected.

The contractual partner agrees to maintain third party insurance cover with a subject limit in the amount of 5 million Euros -all in- per personal injury/material damage; should we be entitled to further damages, these shall remain unaffected.

8 Industrial Property Rights

The contractual partner shall ensure that no third party rights within the Federal Republic of Germany are violated in connection with his delivery.

If a third party raises a claim against us in this respect, the contractual partner has to indemnify us upon our first written demand against such claims; we may -without the contractual partner’s approval- make arrangements with the respective third party, above all, conclude a settlement.

The contractual partner’s indemnification obligation includes any expenses necessarily resulting from or in connection with the third party claim.

The limitation period is ten years following conclusion of contract.

9 Retention of Title – Provision – Tools – Confidentiality

If we order goods from our contractual partners, we reserve the title to such ordered goods. The contractual partner processes or transforms such goods on our behalf. If our reserved goods are processed with other goods which are not our property, we will acquire co-ownership in the resulting new goods proportional to the value of our goods (purchase price plus VAT) against the value of the other processed goods at the time of processing.

If goods provided by us are blended in inseparable manner with other goods which are not our property, we will acquire co-ownership in the resulting new goods proportional to the value of our reserved goods (purchase price plus VAT) against the value of the other blended goods at the time of blending. If the blending is performed in such a way that the contractual partner’s goods have to be considered the principal goods, the transfer of the proportional co-ownership to us by the contractual partner is deemed to be agreed. The contractual partner will keep the goods in sole or co-ownership in safe custody on our behalf.

We reserve title to all tools; the contractual partner may use such tools exclusively for production of the goods ordered by us. The contractual partner is obligated to insure the tools owned by us at replacement value against damage caused by fire, water or theft. At the same time, the contractual partner assigns to us already now any claims for compensation resulting from this insurance and we hereby accept such assignment. The contractual partner has to perform in due time and at his own costs any possibly necessary service and inspection works as well as all maintenance and repair works on our tools. He has to advise us immediately on possible events of fault; if he fails in culpable manner to inform us, damage claims shall remain unaffected.

The contractual partner is under the obligation to keep strictly confidential any images, drawings, calculations and other records and information acquired. The aforementioned documents may only be disclosed to third parties upon our specific approval. This confidentiality obligation shall survive the end of this contract;; the obligation will expire, however, if and to the extent the production know how contained in the delivered images, drawings, calculations and other records has become part of the public domain.

To the extent the security interests due to us pursuant to no. (1) and/or no. (2) above exceed by more than 10% the purchase price of all our reserved goods not yet paid for, we are obligated, upon the contractual partners’ request, to release security interests according to our discretion.

10 Work Performance / Safety Devices

If the contractual partner, in the course of fulfilling this contract, performs work on our site, he as well as the persons employed by him have to comply with the regulations of our work rules. The existing regulations regarding the entering and leaving of our site have to be complied with.

The contractual partner undertakes to comply with the regulations and guidelines issued by the legislator, supervisory authorities, professional associations of the VDE and any other institutions with regard to work performance, prevention of accidents and environmental protection.

11 Offsetting

We may offset any claims owed to us by the contractual partner against those claims owed to the contractual partner by us.

Against claims owed to us, the contractual partner may offset only those claims due to him which are undisputed or have been determined in legally binding manner.

12 Assignment

The assignment to third parties of rights resulting from our contracts requires the mutual consent of both contract parties.

13 Legal Venue – Place of Performance – Applicable Law

If the contractual partner is a merchant, the legal venue shall be at our place of business; however, we shall be entitled to sue the contractual partner also at his place of residence.

Unless otherwise provided for in the contract, the place of performance shall be at our place of business.

The relation between us and the contractual partner shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.