Terms & Conditions
General Terms and Conditions of Purchase and Payment, Version 10.01.2024 (Rev. 3.0)
Terms and Conditions of Purchase
Unless we expressly confirm otherwise in writing, the following terms and conditions shall constitute the basis of the business relationship with the seller once and for all and shall be recognized as legally binding, without the need for specific reference to them in subsequent correspondence or in new business transactions.
1. General
a. Our Terms and Conditions of Purchase apply exclusively; we do not recognize any general terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept or pay for deliveries of products and services from the supplier (hereinafter referred to as the subject matter of the contract) while knowing that the supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase. Our Terms and Conditions of Purchase shall also apply to future deliveries and services provided by the Supplier to us until our new Terms and Conditions of Purchase take effect.
2. Conclusion of the Contract and Contract Amendments
a. Orders, contracts, and deliveries, as well as any amendments or supplements thereto, must be made in writing. Orders and delivery call-offs may also be made via remote data transmission or fax.
b. Verbal agreements made prior to or upon the conclusion of the contract must be confirmed in writing by the Purchasing Department in order to be valid. Clause 2.a, sentence 2, remains unaffected.
c. Verbal agreements made after the contract has been concluded—in particular, subsequent amendments and additions to our terms and conditions of purchase (including this written form clause), as well as ancillary agreements of any kind—must also be confirmed in writing by the purchasing department in order to be effective.
d. Cost estimates are binding and shall not be compensated unless otherwise expressly agreed.
e. If the supplier does not accept the order within two weeks of receipt, we shall be entitled to cancel the order. Delivery call-offs shall become binding if the supplier does not object within five business days of receipt.
3. Delivery
a. Deviations from our contracts and orders are permitted only with our prior written consent.
b. Agreed dates and deadlines are binding. The date on which we receive the goods shall determine whether the delivery date or delivery period has been met. If delivery “free works” (DDU or DDP in accordance with Incoterms 2000) has not been agreed upon, the supplier must make the goods available in a timely manner, taking into account the time to be agreed upon with the carrier for loading and shipment.
c. If the supplier is responsible for installation or assembly, and unless otherwise agreed, the supplier shall bear all necessary ancillary costs, such as travel expenses, the provision of tools, and allowances, unless otherwise agreed.
d. If agreed deadlines are not met, the statutory provisions shall apply. If the supplier anticipates difficulties regarding production, the supply of raw materials, compliance with the delivery date, or similar circumstances that could prevent it from delivering on time or in the agreed quality, the supplier must notify our purchasing department immediately.
e. The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled as a result of the delayed delivery or service; this shall apply until full payment of the remuneration owed by us for the delivery or service in question.
f. Partial deliveries are generally not permitted unless we have expressly agreed to them or they are reasonable for us.
g. With regard to quantities, weights, and dimensions, the values determined by us during the incoming goods inspection shall be conclusive, unless proven otherwise.
h. In addition to the right of use to the extent permitted by law (Sections 69a et seq. of the German Copyright Act (UrhG)), we shall have the right to use software that is included in the product’s scope of delivery, including its documentation, with the agreed performance characteristics and to the extent necessary for the contractual use of the product. We may also make a backup copy without express consent.
4. Force Majeure
a. Force majeure, labor disputes, operational disruptions through no fault of our own, civil unrest, government measures, and other unavoidable events shall entitle us—without prejudice to our other rights—to withdraw from the contract in whole or in part, provided that such events are not of insignificant duration and result in a significant reduction in our requirements.
5. Dispatch note and invoice
a. The information contained in our orders and delivery call-offs shall apply. The invoice must be sent in a single copy, indicating the invoice number and other identifying information, to the address printed on the invoice; it must not be included with the shipments.
6. Pricing and Transfer of Risk
a. Unless otherwise agreed, prices shall be free works, duty paid (DDP according to Incoterms 2000), including packaging. Value-added tax is not included. The supplier shall bear the risk of loss or damage to the goods until they are accepted by us or our agent at the place to which the goods are to be delivered in accordance with the order.
7. Terms of Payment
a. Unless otherwise agreed, the invoice shall be paid either within 14 days with a 3% discount or within 30 days without any deduction, calculated from the due date of the payment request and upon receipt of both the invoice and the goods or completion of the service. Payment shall be made subject to verification of the invoice.
8. Claims for Defects and Recourse
a. Acceptance shall be subject to inspection to ensure that the goods are free from defects, including, in particular, correctness, completeness, and suitability. We shall be entitled to inspect the subject matter of the contract to the extent and as soon as practicable in the ordinary course of business; we shall notify the other party of any defects discovered immediately upon discovery.
b. The statutory provisions regarding material defects and defects in title shall apply, unless otherwise specified below.
c. In principle, we have the right to choose the type of subsequent performance. The supplier has the right to refuse the type of subsequent performance we have chosen under the conditions set forth in § 439(2) of the German Civil Code (BGB).
d. If the supplier does not begin to remedy the defect immediately after our request to do so, we shall be entitled, in urgent cases—in particular to avert acute danger or prevent significant damage—to remedy the defect ourselves or have it remedied by a third party at the supplier’s expense. Claims for material defects shall expire after 2 years, unless the item has been used in a building in accordance with its normal use and this has caused its defectiveness. The limitation period for claims for material defects begins with the delivery of the subject matter of the contract (transfer of risk).
e. In the event of defects in title, the supplier shall also indemnify us against any existing claims by third parties. A limitation period of 10 years shall apply with respect to defects in title.
f. For parts of the delivery that have been repaired or are being repaired within the limitation period for our claims for defects, the limitation period shall begin anew at the time the supplier has fully satisfied our claims for subsequent performance.
g. If we incur costs as a result of a defective delivery of the subject matter of the contract—in particular, transportation, travel, material costs, or costs for an incoming goods inspection that exceeds the usual scope—the supplier shall bear these costs.
h. If we take back products manufactured and/or sold by us as a result of a defect in the contractual item delivered by the supplier, or if the purchase price was reduced, or if claims were asserted against us in any other way, we reserve the right of recourse against the supplier; in such cases, it is not necessary to set a deadline that would otherwise be required for our rights arising from defects. We are entitled to demand compensation from the supplier for the expenses we had to bear in relation to our customer, because the customer has a claim against us for reimbursement of the expenses required for the purpose of subsequent performance, in particular transportation, travel, labor, and material costs.
i. Notwithstanding the provision in clause 8.e, the limitation period in the cases covered by clauses 8.f and 8.g shall commence no earlier than 2 months after the date on which we have satisfied the claims asserted against us by our customer, but no later than 5 years after delivery by the supplier.
j. If a material defect becomes apparent within 6 months of the transfer of risk, it shall be presumed that the defect was already present at the time of the transfer of risk, unless this presumption is inconsistent with the nature of the item or the defect.
9. Product Liability and Recalls
a. In the event that claims are asserted against us on the basis of product liability, the supplier shall be obligated to indemnify us against such claims if and to the extent that the damage was caused by a defect in the contractual item delivered by the supplier. In cases of fault-based liability, however, this shall apply only if the supplier is at fault. If the cause of the damage lies within the supplier’s area of responsibility, the supplier shall bear the burden of proof in this regard. In such cases, the supplier shall bear all costs and expenses, including the costs of any legal action or recall. In all other respects, the statutory provisions shall apply.
10. Performance of Work
a. Persons who perform work on the factory premises in fulfillment of the contract must comply with the provisions of the applicable company regulations. Liability for accidents that occur to these persons on the factory premises is excluded, unless such accidents were caused by intentional or grossly negligent breaches of duty by our legal representatives or vicarious agents.
11. Provision of Materials
a. Materials, parts, containers, and special packaging provided by us shall remain our property. These may only be used for their intended purpose. The processing of materials and the assembly of parts shall be carried out by us. It is agreed that we shall be co-owners of the products manufactured using our materials and parts in proportion to the value of the materials provided relative to the value of the overall product, which shall be managed by the supplier on our behalf.
12. Documents and Confidentiality
a. All commercial or technical information made available by us (including features that can be derived from any objects, documents, or software provided, as well as other knowledge or experience) must be kept confidential from third parties as long as and to the extent that it is not demonstrably in the public domain, and may only be made available within the supplier’s own company to those persons who must necessarily be consulted for its use in connection with delivery to us and who are also bound by confidentiality obligations; it shall remain our exclusive property. Such information may not be reproduced—except for deliveries to us—without our prior written consent. At our request, all information originating from us (including any copies or records made) and items provided on loan must be returned to us immediately and in full or destroyed.
b. Products manufactured in accordance with documents designed by us—such as drawings, models, and the like—or based on our confidential information, or using our tools or copies of our tools, may not be used by the supplier itself, nor may they be offered or supplied to third parties. This also applies mutatis mutandis to our printing orders.
13. Place of Performance
a. The place of performance is the location to which the goods are to be delivered in accordance with the order.
14. General Provisions
a. If any provision of these terms and conditions is or becomes invalid as a result of subsequent agreements, this shall not affect the validity of the remaining terms and conditions. The contracting parties are obligated to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.
b. The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase shall be Krefeld. We are further entitled, at our discretion, to bring an action against the supplier in the court of its registered office or branch office, or in the court of the place of performance.
c. The contractual relationship shall be governed exclusively by German law, to the exclusion of conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG)
General Terms and Conditions of Delivery and Payment, Version 10.01.2024 (Rev. 3.0)
I. General Information
Unless we expressly confirm otherwise in writing, the following terms and conditions shall constitute the basis of the business relationship with the purchaser or consignee once and for all and shall be recognized as legally binding, without the need for any specific reference to them in subsequent correspondence or in new business transactions.
II. Contractual Terms
1. The contractor’s offers are subject to change and are valid for 3 months. Unless otherwise agreed in writing, all orders received shall be fulfilled solely in accordance with the following terms and conditions. The Client’s formal terms and conditions of purchase shall not be recognized, even if they are not expressly contradicted. Verbal side agreements require the contractor’s written confirmation to be effective.
2. All agreements shall become binding only upon written confirmation by the contractor. The same applies to supplements, amendments, and ancillary agreements.
3. In the case of custom-made products, the customer agrees to a variation in the contractual quantity of up to +10%. The same applies to the calculation of the additional quantity. Partial deliveries are permitted.
II. Pricing
1. Prices are quoted in euros, ex works, excluding VAT, packaging, and value protection. 2. Shipping costs, transport insurance fees, freight charges, customs duties, and similar expenses shall be borne by the customer.
3. For small orders with a value of less than 200 euros, we charge a handling fee of 20 euros.
4. If order-related costs change significantly after the contract is concluded, the contracting parties shall agree on an adjustment. Our prices are based on the material, labor, or other cost levels in effect on the date of the offer or the order confirmation. Should these change before or during the execution of the order, we shall be entitled to adjust our prices accordingly upon delivery.
5. Packaging will be charged at cost and will not be accepted for return.
6. We reserve the right to recalculate and, if necessary, adjust prices for prototypes.
III. Paxment
1. Our invoices are payable net within 10 days of the invoice date. Invoices for tool costs are excluded from this. These are to be paid net immediately upon delivery of the production sample.
2. If the buyer fails to pay on time, we may suspend our services and halt production of the ordered goods.
3. The transfer of contractual rights to third parties without our consent is prohibited.
4. Unless otherwise agreed, the statutory default provisions shall apply. The customer shall be in default no later than 30 days after receipt of the invoice. The statutory default interest shall be eight points above the respective base interest rate.
5. The customer may neither set off counterclaims that we do not acknowledge or that have not been legally established, nor assert a right of retention based on such claims.
6. We only ship to customers we do not know upon receipt of payment in advance.
IV. Retention of Title
1. The goods shall remain the unrestricted property of the supplier until full payment of the total amount due arising from the business relationship (reserved goods). Acceptances, bills of exchange, and checks shall be considered payment only after they have been honored.
2. The recipient is entitled to dispose of the goods subject to retention of title in the ordinary course of business. Any seizure of the goods subject to retention of title must be reported to us immediately, along with a copy of the seizure report. If the customer sells goods subject to retention of title on credit, the resulting purchase price claims shall be deemed assigned to us. The customer is authorized to collect the claim until such time as we revoke this authorization due to a delay in payment or a deterioration in the customer’s financial standing. In such a case, the buyer hereby authorizes us to notify the customer of the assignment on the buyer’s behalf. For this purpose, the buyer shall then provide us with a list of customers and claims. In the event of default in payment or financial collapse, we shall be entitled to demand immediate return of the goods subject to retention of title. Time-limited claims shall then become due immediately. Bills of exchange submitted shall then be honored sequentially against cash payment, regardless of their due date. The fulfillment of current purchase contracts may be made contingent, in whole or in part, upon advance payments or security.
3. If we were unaware at the time of conclusion of the contract that the financial circumstances of the cus-tomer jeopardize the claim for consideration, this shall entitle us to demand immediate provision of security and advance payment, as well as to with-draw from the contract in whole or in part. The same rights shall remain in force if, after conclu-sion of the contract, a significant deterioration in the financial circumstances of the customer has oc-curred which jeopardizes the claim to counter-per-formance. If we make use of the right to withdraw from the contract due to non-fulfillment of the obli-gations agreed at the time of conclusion by the pur-chaser, the purchaser must reimburse all expenses incurred as a result of the contract. </>
V. Tools
1. A tool cost share shall be charged for tools to be manufactured on behalf of the customer. Given the nature of the work, the tools are essentially our property and remain in our possession.
2. Any overhauls and maintenance of the tools shall be billed to our customer on a pro rata basis. In the case of tools belonging exclusively to a single customer, all overhaul and maintenance costs incurred shall be billed in full based on time and material costs.
3. If the customer’s own tools are heavily used, only a limited overhaul is possible; that is, in the event of a potential new production run, the customer shall bear the total tool costs.
4. Amortization of tool cost shares is generally not provided for and may require a special agreement. Our obligation to store the tools expires if the customer does not place a follow-up order within 2 years of the last delivery. We are not obligated to accept follow-up orders.
VI. Delivery
1. The delivery date confirmed by us is subject to both parties’ agreement on the terms of the transaction. It shall be automatically postponed by the time elapsed between receipt of the order and dispatch of the order confirmation, unless we are responsible for the delay in processing.
2. The delivery time shall be deemed to have been agreed upon only as an estimate. It shall be deemed to have been met if the goods have left the factory at the agreed time or, in the case of shipping options, the customer has been notified that the goods are ready for shipment.
3. The delivery date shall be extended accordingly in the event of unforeseeable extraordinary events that the supplier could not have prevented despite exercising reasonable care under the circumstances of the individual case, even if such events occur at the supplier’s upstream supplier.
4. These include, in particular, official interventions, operational disruptions, labor disputes, delays in the delivery of essential raw and auxiliary materials, as well as the rejection of a workpiece essential for delivery. If delivery or performance becomes impossible due to the aforementioned events, the supplier shall be released from its obligation to deliver, and the purchaser shall not be entitled to claim damages. If the aforementioned impediments occur at the Purchaser’s premises, the same legal consequences shall apply to the Purchaser’s obligation to accept delivery. The contracting parties are obligated to inform the other party immediately of the beginning and end of obstacles of the aforementioned kind.
5. In the event of a delay in delivery, the customer shall grant the supplier a reasonable grace period of at least 2 weeks.
6. Insurance against damage during transport shall be purchased only at the customer's request.
VII. Liability for Defects and Warranty
1. Our goods are free from material defects if they possess the agreed-upon quality at the time of transfer of risk. This shall also apply in the event of minor defects or minor deviations in quantity.
2. The customer is required to thoroughly inspect our products for defects upon receipt and to notify us immediately of any defects.
3. Incorrect assembly instructions or instructions for use shall not give rise to any claims for material defects with respect to our goods. No warranty is provided regarding the accuracy of advertising statements made by suppliers or raw material suppliers.
4. Valid claims for material defects are based on subsequent performance. Subsequent performance shall be carried out, at our discretion, by remedying the defect or delivering goods free of defects. Subsequent delivery shall be limited to services provided at the purchaser’s place of business.
5. If the subsequent performance fails twice, the customer may cancel the contract or reduce the purchase price.
6. Claims for damages are excluded. This shall not apply in the event of willful misconduct, gross negligence on the part of the owner or executive employees, or in the event of a culpable breach of material contractual obligations. In the event of a culpable breach of material contractual obligations, we shall be liable only for reasonably foreseeable damages typical of the contract, except in cases of willful misconduct or gross negligence.
7. Claims for defects and rights of recourse shall expire one year after delivery of the goods.
8. Mandatory product liability law, including liability for damages resulting from injury to life, limb, or health, remains unaffected.
VIII. Place of Performance and Jurisdiction
1. The place of performance for all obligations arising from the contractual relationship shall be the registered office of the Supplier’s headquarters.
2. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Krefeld. However, we may also bring an action at the customer’s registered office. Our terms and conditions, upon which all agreements and offers are based, shall be deemed to have been accepted upon placing the order or accepting delivery. We may amend them at any time. Any other terms and conditions are invalid, even if we do not expressly object to them; they shall apply only if we acknowledge them in writing in individual cases.
3. The invalidity of any individual term or condition shall not affect the validity of the remaining terms and conditions.
4. Telephone or verbal agreements must be confirmed in writing to be legally binding.
5. The contractual relationship shall be governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).