1. Issue of order
1.1. The following terms apply exclusively to the legal relationships between the Supplier and us. The Supplier’s conditions and any deviating agreements do not apply unless we have recognised such in writing.
1.2. Only orders issued in writing are binding for us. Verbal agreements require our subsequent confirmation in writing. We are entitled to suspend the execution of an order at any time and, if we deem it necessary in view of our operational situation, to withdraw unilaterally.
1.3. We can require changes to the design and execution of the delivery item, within the realms of what is reasonable for the Supplier. Appropriate arrangements shall be mutually agreed with regard to the effects of such changes, in particular concerning higher or lower costs and delivery dates.
2. Confirmation of order
2.1. The Supplier must confirm every order received from us without delay.
2.2. The Supplier is not allowed to pass our orders on to third parties unless we have agreed to this in writing. In case this agreement is infringed, we are entitled to withdraw from the contract, in full or in part, and to demand recompense for losses incurred.
3. Scope of supply / changes to the scope of supply
3.1. The Supplier shall arrange to have all the data and information required to fulfil the order in question in good time and for the use of the deliveries foreseen by us. The Supplier must ensure that its deliveries include all the services necessary for safe and economic use in accordance with regulations, that they are suitable for the intended use and correspond to the state-of-the-art. In performing its services, the Supplier shall observe all pertinent norms, laws and legal provisions, in particular the pertinent regulations governing environmental protection, hazardous goods and accident prevention, and shall likewise conform to the generally recognised rules of technical safety, industrial medicine and our works norms.
4. Prices / conditions of payment
4.1. The prices agreed are fixed prices. Unless something is agreed to the contrary, the prices for the goods are “free delivery to the place of use including packaging”. Packaging is not returned unless this has been specifically agreed.
4.2. After receipt of goods and invoice, we pay within 14 days at 3 % discount, after 30 days net, in cash, by cheque, promissory note or customer bill of exchange. Complaints concerning the delivery entitle us to withhold due invoices. The Supplier is not allowed to assign its claims against us. The Supplier agrees that we may offset our claims against its own claims.
5. Delivery dates / default
5.1. Dates and deadlines that have been agreed are binding. Receipt of the goods at our premises or at a destination stated by us is the decisive factor for compliance with the delivery date or deadline. The Supplier must inform us immediately in writing of any recognisable delay in its services, thereby stating the reasons and the likely duration of the delay. The Supplier cannot invoke the argument that it was not responsible for the delay unless it has observed its duty of notification.
5.2. If delivery dates are missed, we are entitled to determine the method of shipment that seems best suited to us. Higher transport costs incurred on this account are borne by the Supplier.
5.3. Moreover, we are entitled to demand a contractual fine from the Supplier in case of default. This fine amounts to 1 % for each commenced week of default, although to a maximum of 15 % of the total value of the order. The agreement of a contractual fine or pursuit of the same does not affect the claims we accrue under law due to default. Any contractual fines paid shall be offset against claims to damages.
6. Dispatch All shipments of goods must be accompanied by properly completed delivery papers and – if desired - proper works certificates. All order data and the point of receipt must be stated on all dispatch documents and delivery notes. The goods travel at the risk of the Supplier.
7. Production documents and aids / secrecy
7.1. The parties are obliged to treat all commercial and technical details that are not publicly known and which they become aware of through the business relationship as business secrets.
7.2. The production documents, drawings, models, templates, samples, tools and similar objects handed over to the Supplier or which it produces solely for the execution of the order may not be passed on to unauthorised third parties or made available to them in some other way. They remain the property of the Purchaser. They must be returned after the work has been completed. The Supplier is not entitled to use these for supplies to third parties.
7.3. Production documents or drawings may not be handed on to third parties, either in the original or as copies, unless this is necessary to fulfil the contract.
7.4. In case the obligations under Paragraphs 7.1. to 7.3. are infringed, a contractual fine of € 25,000 is due for each repetition of the violation. The Supplier has the right to have the reasonableness of the amount of the contractual fine established by a court of law. Any contractual fines paid shall be offset against claims to damages.
7.5. Sub-suppliers must be obliged in the same manner.
7.6 The parties require prior approval in writing from the opposite party before they are allowed to advertise their common business relationship for promotional purposes.
8.1. The Supplier guarantees that the goods delivered conform to the specifications stated in our order and to the requirements detailed under 2.1.
8.2. We shall complain about defects as soon as these are discovered in the course of regular business operations. The Supplier thus waives the objection of belated complaints of defects.
8.3. If defects are found in the goods, we are entitled to demand a substitute delivery. If feasible, we shall give the Supplier the opportunity to sort out defective items and to perform rework, insofar as this is within reason for us. We determine the criteria for what is reasonable. Otherwise we are entitled to rectify defects ourselves, or arrange to have this done, and to charge the costs incurred to the Supplier.
8.4. Unless something to the contrary has been agreed in writing, claims concerning defects expire by limitation of time 5 years after installation/processing. This does not affect longer periods of limitation prescribed by law.
8.5. In case of other material or legal defects, our claims and rights are derived from the German Civil Code (BGB). The Supplier must release us from all losses and expenses incurred by ourselves or by our customers as a result of defects in the delivered goods.
9. Concluding provisions
9.1. If one of the parties ceases to make payments or if an application is made to open insolvency proceedings against its assets, the opposite party is entitled to withdraw from the part of the contract that has still not been fulfilled. In such a case, no claims to damages are accrued by the party that has become insolvent.
9.2. Should individual provisions be or become unworkable, this shall have no affect upon the remaining provisions.
9.3. Unless agreed otherwise, German law shall prevail. Application of UN commercial law (United Nations Convention on Contracts for the International Sale of Goods of 11/04/1980) is excluded.
9.4. The place of fulfilment is Plettenberg.
9.5. The place of jurisdiction for disputes with fully-qualified traders, legal entities under public law or public law special trusts is either our company headquarters of the registered office of the Purchaser at our discretion. The same applies to summary procedures based on documentary evidence, bills of exchange and cheques.
Dated: December 2014