Conditions of purchase

Orders / Conclusion of a contract

2.1 Orders and other declarations are only binding if they are issued or confirmed by us in writing.

We expect order confirmations to be fully compliant with the order and within 10 days of the order date at the latest.

2.3 If the supplier confirms our order with conflicting terms and conditions, our silence in response shall only be deemed as consent if they have expressly refused to recognise our purchasing conditions, independently of any reference to their own terms and conditions of supply.

2.4 Provisions in the supplier's conditions of delivery regarding retention of title and group offsetting shall not be deemed deviations from our order and are accepted by us.

Prices

3.1 Prices are fixed prices, unless a price escalation clause or price reservation has been expressly confirmed by us, and include payment for all supplies and services assigned to the supplier with this order. Packaging shall only be paid for if a separate payment for it has been expressly agreed.

3.2 Unless otherwise agreed, the agreed prices shall apply delivered ex works, or for general cargo, free to receiving station.

Delivery item

4.1 Our order is decisive for the content, type and scope of delivery.

4.2 The drawings, descriptions, etc. belonging to the order are binding on the supplier, but the supplier must check them for any discrepancies and notify us in writing immediately of any errors discovered or suspected. The supplier remains solely responsible for the drawings, plans and calculations prepared by them, even if these have been approved by us.

4.3 Unless further requirements are specified in the order, the items to be supplied must be delivered to us in standard commercial quality. In any event, the items to be supplied must be manufactured and equipped in such a way that they comply with the statutory provisions applicable at the place of performance on the day of delivery, in particular regarding technical work equipment, hazardous substances, accident prevention, emission control and workplace safety, and correspond to established ergonomic findings.

For the determination of weight, the incoming weights ascertained by our goods receiving department on our factory scales shall apply. Insofar as weighing at our premises is not possible, the official railway weights shown on the consignment note or, in the case of delivery by lorry, the weights determined by a public weighbridge shall apply. If weighing of the delivery item is not possible, the supplier must prove the design weight.

Delivery date

5.1 Agreed delivery dates shall be binding.

5.2 The day of delivery shall be deemed to be the day on which the ordered delivery item and the shipping documents have arrived at the receiving point specified by us.

5.3 If it becomes apparent that the delivery date will be exceeded, the supplier must notify us immediately in writing of the reason and the probable duration. Notwithstanding this, exceeding the delivery time shall trigger the statutory consequences of default, unless the delay is proven to be due to force majeure within the supplier's sphere of responsibility or industrial disputes for which the supplier is not at fault.

5.4 If the delivery date is exceeded as a result of force majeure or industrial disputes for which we are not responsible, we may either demand execution of the order at a later date without the supplier deriving any claims therefrom, or withdraw from the contract in whole or in part after a reasonable period has elapsed to no avail.

5.5 Even in the event of disagreements between the supplier and us, work must be continued without interruption and the agreed deadlines must be met.

Packaging, shipping, receipt

6.1 The supplier must ensure that the delivery item is adequately packaged in accordance with standard trade practices and taking into account the Packaging Ordinance. The packaging should be recyclable or reclaimable as material.

6.2 Packaging materials shall generally be returned to the supplier at the supplier's expense and without any warranty regarding their condition. The same shall apply to empty containers; the supplier shall guarantee environmentally sound disposal.

If the packaging materials or the like are not returned, they shall become our property without any entitlement to compensation, unless otherwise agreed.

6.3 Dispatch must be made to the receiving point specified by us. Deliveries for which we bear the freight costs in whole or in part are to be transported to us by the cheapest method of dispatch and at the most favourable freight rates.

6.4 Notwithstanding the pricing, risk shall pass to us upon delivery of the delivery item to the specified receiving point.

6.5 Dispatch notes are to be submitted in duplicate immediately upon the departure of each individual delivery. Each consignment must be accompanied by a neutral parcel label. Our order numbers must be stated in the shipping documents.

Packaging, shipping. Receipt (continued)

6.6 If proper shipping documents are not available upon receipt of the delivery item, or if our order numbers are not correctly stated in the shipping documents, all additional costs arising therefrom shall be borne by the supplier. In such cases, we are also entitled to refuse acceptance of the delivery at the supplier's expense.

6.7 We may also refuse to accept the delivery item if an event of force majeure or other circumstances beyond our control, including industrial disputes, makes acceptance impossible or unreasonable. In such a case, the supplier must store the delivery item at its own expense and risk.

Production testing / Final inspections

7.1 We reserve the right, during manufacturing and prior to delivery, to inspect the quality of the material used, the dimensional and quantitative accuracy and other quality aspects of the manufactured parts, as well as compliance with the other provisions of the order, at the premises of the supplier and its sub-suppliers.

If we have reserved the right to carry out a final inspection of the completed delivery item at the supplier's plant ourselves or through a third party appointed by us, we and the appointed third party must be notified in writing of the readiness for the final inspection 14 days in advance, unless another arrangement has been agreed. The material costs for manufacturing tests and final inspections shall be borne by the supplier.

7.3 If we have stipulated that the final inspection of the completed delivery item is to be carried out by a third party, the supplier shall arrange for this final inspection by the third party at no cost to us and shall forward the inspection result to us without delay, at the latest with the shipping documents.

7.4 Manufacturing inspections and final tests shall not release the supplier from their performance and warranty obligations in accordance with Section 9 below.

Invoice and payment

8.1 Invoices are not to be enclosed with the shipments, but are to be submitted separately immediately after delivery for each order in duplicate, stating the order number. Any agreed sales tax/value added tax must be shown separately on the invoices.

Unless otherwise agreed, payment is due within 10 days of receipt of the delivered item and invoice with a 2 % cash discount, or within 30 days without any deduction, using payment methods of our choice. Delivery made prior to the due date does not affect the payment period tied to that date.

8.3 The place of performance for our payments is Rheinau-Helmlingen

Warranty, notice of defects and warranty period

9.1 The supplier warrants that the delivery item has the contractually guaranteed properties, complies with the recognised rules of technology and is free from defects that abolish or reduce its value or suitability for the usual or contractually stipulated use. The supplier also warrants that the delivery or use of the supplied item does not infringe the rights of third parties, in particular industrial property rights.

9.2 The supplier must remedy defects within the meaning of 9.1 without delay at their own expense. If the rectification of defects is not possible, not customary or unreasonable, we may instead demand the immediate delivery of a defect-free delivery item free of charge to us.

9.3 If the supplier fails to fulfil its obligation to remedy the defect or make a replacement delivery without undue delay, if it refuses to fulfil this obligation, or if a replacement delivery is also impossible for it, we may assert the statutory warranty rights without setting any further deadline. In urgent cases, we shall be entitled to rectify a defective delivery item at the supplier's expense or to procure a replacement from a third party (remedial action by a third party). In all other respects, the statutory provisions of the German Civil Code (BGB) as amended on 02.01.2002 shall apply.

9.4 Unless otherwise agreed, the warranty period shall be 24 months. The supplier waives the defence of delayed notice of defects, provided however that defects within the meaning of 9.1 must have been notified to the supplier at the latest 7 days before the expiry of the warranty period.

9.5 The warranty period shall commence upon delivery of the supply item to us or to the third party designated by us at the receiving point specified by us. For rectified or replaced supply items, the warranty period shall commence anew.

Supplementary statutory provisions

Unless otherwise agreed, the statutory provisions applicable at the place of performance shall apply additionally. The application of the uniform laws on the international sale of goods is excluded.

Jurisdiction

Place of jurisdiction and place of performance for disputes of all kinds, including bills of exchange proceedings, shall be deemed to be the District Court of Achern. We are also entitled to sue the supplier at their general place of jurisdiction.