Conditions of purchase

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§ 1 Valid conditions

These conditions of purchase apply to all business transactions with the supplier or other contractors (referred to collectively in the following as "supplier"), even if they are not mentioned in subsequent contracts. They also apply if the supplier refers to his own terms and conditions of business, in particular on acceptance of the order or in the order confirmation, unless they have been expressly accepted.


§ 2 Orders

1. An order is only deemed to have been placed when it has been recorded in writing, signed and received by us. Orders placed verbally or by telephone are only binding for us if we have confirmed them with a subsequent written order. In individual cases, drawings specified by us including tolerance values are binding. On acceptance of the order, the supplier confirms that he has informed himself of the type of execution and scope of service by inspecting the available diagrams. In the case of obvious mistakes, typing errors and arithmetical errors in the documents, drawings and diagrams submitted by us, we are under no obligation. The supplier is obliged to inform us of such errors, so that our order can be corrected and replaced. This also applies to missing documents or drawings.

2. Deviations in quantity and compared with the text and content of our order and later changes to the contract are only deemed to be agreed when we have expressly confirmed them in writing.

3. Drawings, tools, samples, models, types, packaging etc. as well as finished and semifinished products provided by us or produced on our instructions are to be treated strictlyconfidentially. They remain our property and may only be forwarded to third parties with our express written permission. Subject to other agreements in individual cases, these are to be returned to us unsolicited on completion of the order. Products produced with or featuring such production equipment, types and packaging may only be forwarded to third parties with our express written permission.

4. We reserve the right to cancel part or all of the order with just cause. On receipt of written cancellation, the supplier is obliged to stop the work. We undertake to pay the agreed price for finished goods accepted by us and reimburse the supplier for costs of semi-finished products or for raw material provided for completion of the order unless the supplier is responsible for the cancellation.

The supplier undertakes to observe our instructions for the use of such materials. Any further claims of the supplier are excluded.


§ 3 Delivery periods

1. The agreed delivery periods and dates are binding.. They begin from the date of the order. The goods must have been received at the location specified by us within the delivery period or on the delivery date. If delays are to be expected, the supplier is to inform us of this without delay and obtain our decision on continuation of the order.

2. If the supplier falls behind schedule, we have the right to demand a penalty of 0.5 % percommenced week of the net order value from the delivery date, if such has been agreed and otherwise following a reminder, limited however to a maximum of 5 % of the net order value and/or of the value of the delivery and or to withdraw from the contract. Assertion of claims for compensation remains unaffected. The penalty paid will be offset against a claim for compensation.

3. We are not obliged to accept the goods before expiry of the delivery date.


§ 4 Delivery/packaging/shipping

1. Delivery is carried out at the expense of the supplier without charge to the location specified by us. If we have to bear freight costs in exceptional cases, the supplier must select the means of transport specified by us or otherwise the lowest cost means and type of delivery for us.

2. Risk is only transferred to us on acceptance by our receiving location.

3. Packaging is included in the price. If otherwise agreed in exceptional cases, packaging is to be charged at cost. The supplier has to select the type of packaging specified by us and ensure that the packaging protects the goods against damage. In the event of a return delivery, at least two thirds of the value of the packaging charged is to be credited.

4. In the case of freight shipments, a dispatch note is to be sent to us separately on the day of dispatch and our shipping regulations are to be strictly observed. Excess deliveries are not permitted.


§ 5 Documentation

Invoices, delivery notes and packing slips are to be included in duplicate with every delivery. These documents must contain:

• our order number
• quantity and unit of measurement
• gross, net and where applicable calculated weight
• article name with our article number
• remaining quantity in the case of part-deliveries
  

If these instructions are not observed, all costs incurred, such as demurrage, rerouting charges etc. are payable by the supplier.


§ 6 Prices and scope of supply

1. Unless expressly specified otherwise, the agreed prices are fixed prices in so far as the supplier does not generally reduce his corresponding prices.

2. The supplier will not offer us any more favourable prices and conditions than other customers if and in so far as the latter offer him in concrete cases the same or equivalent conditions.

3. All additional services, such as assembly drawings, sketches, calculations, auxiliary tools etc. which are necessary for production of the item supplied including accessories are included in the price and are to be given to us after delivery and release including necessary replacement parts lists.


§ Invoices/payments/assignment

1. Invoices are to be issued separately for each order.. Payment is effected after complete receipt of goods free of defects or complete service free of defects and after receipt of the invoice, unless part-payments are agreed. In the case of part-deliveries, this applies accordingly. Time delays caused by incorrect or incomplete invoices do not affect cash discount periods.
If cash discounts are granted, payment is made with cash discounts also being granted for any part-payments made within the specified periods:

• up to 14 days from receipt of invoice minus 3 % cash discount
• up to 30 days from receipt of invoice net.
  

2. Accounts receivable of the supplier payable by us may only be assigned to third parties with our permission. Payments are only made to the supplier. Rights and obligations of the supplier from this contract are not transferable unless we agree to this in writing.


§ 8 Warranty/warranty rights/complaints

1. The supplier warrants that the goods including packaging and marking comply with our specifications. Our order will be executed professionally and properly in accordance with the latest technical standards.

2. The immediate obligation to inspect and make complaints only applies to obvious defects.

3. If the object is defective, we are entitled to the full scope of statutory rights.

4. In the event of a delay in delivery, we are entitled after setting a reasonable time limit to withdraw from the contract, to refuse to accept the delivery and to demand compensation.

5. For the product produced by the supplier or for the order executed by him, our rights to complain lapse at the earliest 36 months after delivery and acceptance. Longer statutory limitation periods remain unaffected.

6. Our rights in relation to the supplier in accordance with § 478 BGB remain unaffected. The claims for reimbursement specified in § 478 para. 2 are limited to 3 years after delivery of the object. Limitation of the rights assigned to us in §§ 437 and 478 para. 2 BGB due to the defect on a newly produced object sold to the consumer begins at the earliest 6 months after the time at which we have satisfied the claims of the consumer. This suspension ends at the latest 6 years after the time at which the supplier has delivered the object to us.

7. Unless otherwise specified above, liability for material defects is based on the statutory regulations.


§ 9 Producer liability

1. If a product is damaged, for which the supplier is responsible according to the product liability law or other statutory regulations and for which he is liable in relation to third parties, he is obliged to exempt the customer from compensation claims of third parties.

2. If the customer incurs expenses for any product returns, the supplier has to reimburse the customer for these. In so far as possible, the customer will inform the supplier when a return is planned and give him an opportunity to make a statement.


§ 10 Industrial property rights

The supplier is responsible for ensuring that no patents or other industrial property rights of third parties are infringed by his delivery or use thereof by us. He exempts us and our customers from all claims resulting from the use of such industrial property rights. This does not apply if the supplier has produced the delivered goods in accordance with drawings, models or other equivalent descriptions or instructions provided by us and does not know or cannot know in connection with the products manufactured by him that industrial property rights are thus infringed.


§ 11 Force majeure

War, civil war, export restrictions or trade restrictions due to a change in the political circumstances as well as strikes, lock-outs, stoppages, operational restrictions and similar events which make fulfilment of the contract impossible or unacceptable for us constitute force majeure and exempt us for the duration of their existence from the obligation of acceptance on schedule. The contractual partners are obliged to inform each other of this and adapt their obligations to the changed circumstances in good faith. The supplier is obliged to inform us without delay of all circumstances which prevent him from observing the delivery period in order to enable us to make other arrangements in time.


§ 12 Storage/property

Material provided remains our property. It is to be stored separately as such and may only be used for our orders. The supplier is liable for reduction in value or loss regardless of fault. The objects which are made with the material provided by us are our property in the relevant state of manufacture. The supplier stores these objects for us; costs for storage of the stored objects and materials are included in the purchase price.


§ 13 Trade secrets

The supplier is obliged to treat our orders and all associated commercial and technical details as trade secrets unless they are public knowledge.


§ 14 Withdrawal

If any considerable worsening of the economic and financial circumstances of the supplier, in particular an application to institute bankruptcy or insolvency proceedings on his assets, we are entitled to withdraw from the contract, if completion of the contract appears to be jeopardised by the above-mentioned circumstances. Acceptance of part-deliveries and part-services after the occurrence of one of the above-mentioned circumstances does not affect the right to terminate the remainder of the contract.


§ 15 General conditions

1. If a provision is or becomes ineffective, this does not affect the validity of the other provisions. The parties undertake to replace an ineffective provision with one which most closely corresponds to the economic purpose of the ineffective provision and is effective. This does not apply in the case of ineffectiveness due to infringements of §§ 305 to 310 BGB. In this case, the statutory regulation applies if no supplementary interpretation of the contract is offered for the purpose of filling gaps.

2. German law applies to all legal relationships between the supplier and us, even if the supplier's registered office is abroad, excluding the laws on international trade of movable objects.

3. The place of performance for delivery is the receiving works and for payment the administration of our company.

4. If the supplier is a registered trader or a legal entity under public law, the place of jurisdiction for all disputes including actions on bills of exchange is the registered office of our company.


Date: 23.07.2009