General terms and conditions

General conditions of purchase
General sales and delivery terms


General conditions of purchase

As of January 2010

§ 1 Scope of application
  1. The following terms and conditions of purchase apply to all business transactions with our suppliers or other contractors (collectively “Supplier”), even if they are not mentioned in subsequent transactions or contracts. The inclusion of general conditions of sale or other general terms and conditions of the supplier is hereby expressly rejected. This also applies if the supplier refers to his own business conditions, even if these contain defense and / or exclusivity clauses and we do not expressly object to them, irrespective of the chronological order in which the competing conditions are referred to by the contracting parties Because this was agreed in writing. The validity of other conditions can not be inferred from the acceptance of the goods or services.
  2. Our terms and conditions of purchase also apply without express notice for all future transactions with the supplier, unless we agree in writing to another validity.
§ 2 Conclusion of contract
  1. An order is deemed to be issued only if it has been written and signed by us in writing. Orders placed verbally or by telephone are only binding if we have confirmed them by posting a written order.
  2. The supplier is obliged to accept the offer in our order within a period of two weeks. Upon acceptance of the order, the supplier acknowledges that he has been informed by inspection of the available documents on the nature and extent of the service. In case of obvious errors, typing errors or errors in the documents submitted by us, we are not bound to them. The supplier is obligated to inform us about such defects, so that our order can be corrected. This also applies to missing documents. Orders must be confirmed to us in writing within two weeks from order, otherwise we are entitled to cancel.
  3. The supplier is obligated to provide the documents, test reports, reports, documentation validations (hereinafter referred to as documents) of the respective delivery, which are customary in the international automobile industry and which correspond to the state of the art, free of charge upon request. Project language is English. On request the documents can be compiled by the supplier free of charge also in English language.
  4. Deviations in quantity or quality against the text and the content of our order as well as later amendments to the contract shall only be deemed to have been agreed upon if we have confirmed them in writing.
  5. The order number and supplier number listed in our orders must be stated at the time of invoicing as well as in all correspondence.
§ 3 Delivery date
  1. The agreed delivery dates are binding. Delivery times are from the date of the order. Within the delivery period, the goods must be received at the place of reception indicated by us. We shall inform you without delay of any delays in delivery.
  2. In the case of agreed delivery dates, the Supplier shall not be entitled to premature performance if justified operational interests (eg lack of storage capacity) are contrary to this. An acceptance refusal on our part will not trigger a default of acceptance in this case. A premature delivery does not lead to the advance of the due date of the purchase price.
  3. If release deliveries are agreed, releases are binding if the supplier does not immediately object.
  4. If the Supplier is in default, we are entitled to the statutory claims. In particular, after a fruitless expiry of a reasonable period, we have the right to demand a contractual penalty of 0.8% of the net order value per week, but not more than 5% of the net order value and / or delivery and / or withdraw from the contract. A contractual penalty shall be applied to any claim for damages. § 343 BGB remains reserved. The acceptance of delayed deliveries or services does not imply that we waive any possible claims for compensation.
§ 4 Right of detention
  1. Force majeure or operational disturbances, which significantly affect the operational sequence in our company and which are not caused by us, relieve us of our acceptance obligations.
  2. We shall be entitled to terminate the contract without notice if the insolvency proceedings concerning the assets of the supplier are requested.
§ 5 Shipping, Packaging
  1. A delivery note must be enclosed with each shipment. Our order data must be repeated on all shipping documents. Costs arising from non-compliance with our shipping regulations shall be borne by the Supplier.
  2. The delivery is free of charge at the expense of the supplier to the address specified by us. If it has been agreed in writing that, exceptionally, we have to bear the freight, the supplier has to choose the type of transport and the carrier, which is prescribed by us, otherwise the most favorable method of delivery and delivery for us.
  3. The risk will pass to us only after acceptance by our receiving agency.
  4. The package is included in the price. If, in exceptional cases, a different agreement has been made in writing, the packaging must be calculated at the cost price.
  5. Part deliveries are only permitted by special written agreement.
§ 6 Proof of origin, VAT and Export restrictions
  1. We will provide the supplier with all the necessary information and provide it with duly signed documents immediately. The supplier shall immediately inform us in writing without undue delay if the information in the certificates of origin for the delivered goods no longer applies.
  2. The same applies to VAT-related proofs for deliveries abroad and intra-Community.
  3. The supplier will notify us without delay if a delivery is subject to export restrictions in whole or in part according to German or other law.
§ 7 Prices, Terms of payment
  1. Prices for deliveries and services are net prices plus statutory VAT and packaging, freight, postage and insurance. Agreed prices are fixed prices, if the supplier does not lower their prices. Other handling requires our prior written consent.
  2. If a substantial change in wage, material, or energy costs occurs for long-term contracts (contracts with a term of more than 12 months and permanent contracts), each contracting party shall be entitled to demand negotiations on an appropriate adjustment of the price taking into account these factors . If the negotiations do not lead to an amicable agreement adjustment, then both parties are entitled to terminate the contract.
  3. The supplier shall not grant us less favorable prices and conditions than other customers, if and to the extent that these offer equivalent conditions in the specific case.
  4. Payments will only be made after complete receipt of defect-free goods and the invoice. In the case of partial deliveries agreed in writing, this shall apply accordingly.
  5. Payment is due for a different agreement up to thirty days. If we are entitled to deduct cash on payments to the supplier, the last time event shall be decisive for the calculation of the discount price at the time of the occurrence of the delivery and the receipt of the invoice.
  6. Payments to the supplier do not in principle imply any approval with regard to the contractual nature of the delivered goods.
  7. Claims of the Supplier against us may only be assigned to third parties with our written consent. We reserve the right to set-off and retain the right to a statutory extent.
  8. Insofar as we have taken over the insurance cover, insurance costs of the supplier may not be part of the purchase price.
  9. If, after conclusion of the contract, we become aware of the fact that our claim for delivery is jeopardized by a lack of performance of the supplier, we can refuse payment and determine a reasonable period for the supplier in which he has to deliver on a par with payment or to provide security. In case of refusal of the supplier or fruitless deadline, we are entitled to withdraw from the contract and demand compensation.
§ 8 Activity in our company

Persons who operate within the scope of the supplier’s obligation within our company are subject to the regulations of our company regulations and our orders with regard to the accident prevention, occupational safety, environmental and other regulations applicable to us. Hazardous substances may be used within our company only after consultation with our specialist personnel and must be properly marked.

§ 9 Warranty, Liability for defects
    1. The statutory warranty rights are unaffected. In the case of initially not recognizable defects it is sufficient if these are indicated within two weeks after discovery.
    2. In the event of delivery of defective goods, the supplier shall, at our choice, have the opportunity to rectify the defect or to provide a replacement delivery. If the supplier is unable to do so, or if he does not comply with the order and deadline, we are entitled to return the goods at the risk and expense of the supplier as well as to cover us in another way.
    3. The statutory provisions on the dispensability of a deadline as well as all legal rights due to defects including recourse claims remain unaffected.
      In the case of subcontracts, the Contractor must take great care and adhere strictly to our instructions. In case of doubt, or in case of doubt, please contact us. By accepting a contract, the contractor confirms that he is able to fulfill the requirements demanded by us because of his machine equipment.
    4. To the extent that the delivery is a commercial transaction for both parties, § 377 HGB (German Commercial Code) shall apply.

Application:

    • The goods are only deemed to have been delivered if we had the opportunity to examine them for the first time after a proper business transaction. In case of doubt, this is the time when the goods arrive at the company premises at the usual opening hours. The transfer to the transporter is not sufficient. The complaint shall be made in good time, provided that it is received within a period of five working days from the date of receipt of the goods or the first possibility for investigation or in the case of hidden defects from the date of discovery at the supplier.
    • The authorization does not occur if the supplier was not aware of the quality deviations due to his own or attributable negligence, but in the case of proper conduct he would have to assume that we will not accept the deviations.
    • Defects which are not established within the framework of a mere visual and identity check Can be regarded as hidden defects.
  1. The supplier guarantees that all deliveries are free of third-party rights and, in particular, the delivery and use of the goods, no patents or other industrial property rights in the country of the agreed delivery location, in the European Union, Switzerland, Turkey, In the intended countries of use.
  2. Insofar as the supplier is directly liable to the third party by law, the supplier shall indemnify us from third-party claims arising out of possible infringements of property rights and shall bear all necessary costs arising in this connection.
  3. The right to compensation for damages, in particular the right to compensation for damages instead of performance, is our full right.
  4. Our warranty and damages rights become statute barred after three years from the passing of the risk. Insofar as the supplier delivers new items or inserts individual parts on a case, the limitation period of the new item or of the entire remedied item starts, as long as the same defect continues in the reworked matter, from the delivery of this new item or the individual part of New to run. The revocation of the statute of limitations does not occur insofar as this is an insignificant defect or the supplier expressly indicated prior to the subsequent delivery that he was not obliged to the subsequent delivery and delivered the replacement only for reasons of goodwill or for the amicable settlement of a dispute have.
§ 10 Manufacturing agents
  1. We shall retain ownership of the goods (samples, models, tools, molds, templates, raw materials, etc.) and documents (samples, drawings, data, etc.) which are made available to the supplier without unsolicited request. Processing or transformation by the supplier are made for us.
  2. Drawings may not be duplicated. The supplier undertakes not to make the manufacturing equipment we have provided to third parties. The obligation to secrecy also applies after the execution of this contract. It expires if and to the extent that the manufacturing knowledge contained in the transferred illustrations, drawings, calculations and other documents has become generally known.
  3. The supplier is obliged to provide the equipment and documents with a reference to our property and to insure against the fire, water, theft at its cost. At our request the supplier will prove the existence of appropriate insurance.
  4. The supplier shall immediately notify us of any damage to the equipment.
  5. The Supplier shall carry out maintenance and repair work on the equipment at his expense. We bear the cost of a renewal of the consumables which is required by wear.
  6. The processing, the conversion or the installation of manufacturing materials, which we have left to the supplier, is done for us.If this results in an inseparable mixture with the goods of the supplier or a third party, we shall be co-owner of the newly formed item in proportion to the value of our goods to the other processed items at the time of the processing. If processing is carried out, the conversion or installation in such a way that our thing as essential components at the main supply of the supplier are to be seen, we acquire co-ownership at the principal thing in proportion of the value of our thing to the other processed objects at the time of the processing. In both cases the supplier shall keep co- ownership for us.
  7. The supplier is not allowed to contact our client without our consent.
§ 11 Producer’s liability, Protective rights, Secrecy
  1. In the event of damage caused by a fault on the part of the supplier, the latter shall release us from liability resulting from the fact that no fault of our own was responsible for the damage.
  2. The Supplier shall be liable for the fact that we do not infringe any patents or proprietary rights of third parties due to its delivery and its utilization. The supplier is free to prove to us that he is not responsible for the infringement of the rights of third parties. In so far as we are liable to third parties, he indemnifies us and our customers from all claims arising out of the use of such proprietary rights and expenses arising out of or in connection with the claim. We are not entitled to make any agreements without the consent of the supplier, in particular to conclude a settlement. A liability of the supplier against us does not occur, as long as the supplier has manufactured the delivered goods according to drawings, models or similar similar descriptions or orders, which are handed over by us, and does not know that this infringes industrial property rights.
  3. Each contracting party shall use all documents (including samples, models, tools and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and keep them secret with the same diligence as corresponding own documents and knowledge, If the other party to the contract signifies it as confidential or has a manifest interest in its secrecy. This obligation shall begin with the date of receipt of the documents or knowledge and shall end 36 months after the end of the business relationship.
  4. The obligation does not apply to documents and knowledge which are generally known or which were already known to the contractual partner upon receipt, without being obliged to keep confidential, or which are subsequently transmitted by a third party authorized to pass on the data or by the receiving contract partner without utilization Confidential documents or knowledge of the other contract partner.
§ 12 Jurisdiction, Place of Performance
  1. For all legal relations between the customer and us, even if the latter has his place of business abroad, German law applies, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of jurisdiction and place of performance for merchants is Düsseldorf.
  3. Should individual provisions of these General Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall not be affected thereby.


General sales and delivery terms

As of January 2010

§ 1 Scope of application

The following general conditions of sale and delivery apply to all business transactions with our customers or customers (collectively “Customers”), even if they are not mentioned in subsequent contracts. The inclusion of general terms of purchase or other general terms and conditions of business of the customer is hereby expressly rejected. This also applies if the customer refers to his own business conditions, even if these contain defensive and / or exclusivity clauses and we do not expressly object to them, irrespective of the chronological order in which the competing conditions are referred to by the contract partners, , This was agreed in writing.

§ 2 Conclusion of contract
  1. Our offers are free. An order by a customer is a binding offer. We may accept this offer, at our discretion, within four weeks by sending an order confirmation or the goods.
  2. The scope of delivery depends on our written confirmation. This shall also apply if the performance owed by us is to be effected according to the customer’s specifications, in particular according to a drawing which he receives. A reference on our part to DIN / ISO regulations and other regulations is performance description and no assurance of properties.
  3. If there are reasonable grounds for doubt on the creditworthiness of the customer, we are entitled to refuse the delivery until security is provided or cash payment upon delivery is declared. If the customer is not ready for the security or cash payment despite a reasonable deadline, we are entitled to rescind the contract. Any claims for damages are reserved.
  4. Verbal information and commitments from our side are only binding if and to the extent that we confirm it in writing or correspond to them by sending the goods and the invoice.
  5. However, the declarations on the nature of the goods contained in the order confirmation and / or other documents exchanged between us and the customer do not constitute a guarantee i.S.d. § 276 para. 1 German Civil Code (BGB), nor an independent guarantee, unless we had expressly stated this and also indicated the success we can guarantee.
  6. We do not have any liability for obvious errors, typing errors or misconceptions in the documents submitted by us. The customer is obliged to notify us of such faults, so that our order confirmation or invoice can be corrected. This also applies to missing documents.
  7. The order number, customer no. And Invoice no. Are to be stated for the purposes of accounting and in all correspondence of the customer concerning the order.
  8. In the case of a declaration of acceptance modified by the contractual partner, the latter is obligated to expressly refer to the content changes. If the express reference is missing, our previous version shall prevail.
  9. The customer will provide us immediately with the proof of VAT required for foreign and intra-Community deliveries.
§ 3 Long-term and Call-off contracts
  1. Temporary contracts can be terminated with a term of 6 months.
  2. If a substantial change in wage, material, or energy costs occurs for long-term contracts (contracts with a term of more than 12 months and permanent contracts), each contracting party shall be entitled to demand negotiations on an appropriate adjustment of the price taking into account these factors .
  3. If a binding order quantity is not agreed, we base our calculation on the non-binding order quantity (target quantity) expected by the customer for a certain period of time. If the customer takes less than the target quantity, we are entitled to increase the unit price appropriately.
  4. In the case of supply contracts on demand, binding quantities shall be notified to us at least 2 months before the delivery date, unless otherwise agreed. Additional costs resulting from a delayed call-off or subsequent changes in the call-up in respect of time or quantity by the buyer shall be borne by him; Our calculations are decisive.
§ 4 Cancellation costs

If the customer rejects an order without justification, we can demand 10% of the selling price for the costs incurred as a result of the processing of the order and for lost profit, without prejudice to the possibility of claiming a higher actual loss. The customer is entitled to prove a lower damage.

§ 5 Prices, Price changes
  1. Our prices do not include VAT, packing and shipping costs.
  2. Unless otherwise stated in the order confirmation, our prices are ex works.
  3. Price changes are permissible when a gap of at least four months between the contract conclusion and the agreed delivery date is perceived. If we increase or reduce wages, raw material prices, other material costs, duties, taxes or other duties and charges, or if these are newly introduced, we shall be entitled and obliged in the event of a price increase or a price reduction To adjust the price appropriately taking into account these factors. This also applies if a fixed price has been agreed. The customer is only entitled to rescind the contract if a price increase not only negligibly exceeds the increase in the general cost of living between order and delivery. If the customer is a merchant, a legal entity under public law or a public-law fund, price changes pursuant to the abovementioned regulation are permissible if there is more than six weeks between the conclusion of the contract and the agreed delivery date.
  4. The agreed prices are valid only for the respective order. In the absence of any other agreements, these prices are not binding for repeat orders.
§ 6 Terms of payment, Set-off
  1. The purchase price or remuneration as well as the fees for the ancillary services are to be paid within 14 days without a discount according to other agreements.
  2. Fulfillment will only occur upon receipt of the payment in our account.
  3. Payment instructions, checks and bills of exchange will only be accepted for the sake of performance. Bills of exchange always require a prior written agreement with us. In case of bills of exchange, the bank discount and collection charges are calculated from the date of the maturity of the invoice amount. They are to be paid immediately in cash. A guarantee for the timely submission of the bill of exchange and check and for the collection of exchange protests is excluded.
  4. Cash discount deductions, insofar as agreed separately in writing, are only permissible if there are no arrears
    From the entire business relationship.
  5. We are entitled to charge payments initially on the customer’s debts. If costs and interest have already been incurred, we are entitled to charge payments initially on costs, then on interest and lastly on the main performance.
  6. The customer is entitled to set off against our claims only with undisputed or legally binding counterclaims.
  7. If defects are found, the customer is only entitled to withhold the purchase price to the extent that this is reasonable in view of the defects.
  8. We are entitled to deliver the goods only after payment by the customer or to provide the service provided that the customer has not adhered to payment terms agreed from past services or if payment arrears are still outstanding or the customer’s solvency is questioned.
  9. All receivables are payable immediately, irrespective of the maturity of any bills received and credited, if the terms of payment are not met or if circumstances become known to us which are objectively suitable to reduce the creditworthiness of the customer. We are then also entitled to carry out outstanding deliveries only against prepayment and to rescind the contract after an appropriate period of grace or to demand damages on account of non- fulfillment. We may also prohibit the resale and processing of the delivered goods and demand their return or the transfer of the indirect owner to the delivered goods at the expense of the customer and revoke the recovery authorization pursuant to § 7 No. 2.
  10. If, for whatever reason, difficulties arise in the transfer of the invoice amount to the Federal Republic of Germany, the resulting disadvantages shall be borne by the Purchaser. In the case of sales in foreign currencies, the customer bears the price risk from the conclusion of the contract. If the agreed payment method or payment method can not be adhered to, the customer is obliged to make the payments at our discretion.
§ 7 Delay
  1. The buyer is in arrears if he does not make a payment date determined by the contract on a calendar basis or does not pay our reminder which takes place after the due date of the purchase price. The statutory regulation that the customer automatically falls into arrears thirty days after receipt of an invoice remains unaffected.
  2. In the event of the customer’s default in payment, we shall be entitled to demand interest at the rate of five percentage points above the base interest rate from interest rates in the case of transactions in which a consumer is not involved, interest of eight percentage points above the base interest rate. The legal regulation, according to which higher interest can be demanded from another legal basis and the assertion of further damage is not excluded, remains unaffected. In the event of a delay in payment, we may cease to fulfill our obligations until payment is received after written notification to the customer.
§ 8 Reservation of title
  1. All delivered goods remain our property (reserved goods) until all claims, in particular also the respective balance claims, which are due to us from the delivery relationship are fulfilled. This also applies if payments are made on specially designated receivables.
  2. The goods delivered under retention of title shall be handled with care.
  3. The customer is entitled to resell the delivery item in regular business transactions, as long as he fulfills his obligations to us properly. However, he already assigns to us all receivables in the amount of the final invoice amount (including VAT) of our claim arising out of the resale of the goods on which we are entitled to property rights against his customers or third parties, irrespective of whether The purchase item has been resold without or after processing. We accept the assignment. The customer is authorized to collect this claim after its assignment. Our power to collect the claim ourselves remains unaffected, but we undertake not to collect the claim as long as the customer duly meets his payment obligations. The customer is obligated, at our request, to give us all information necessary for the collection of these claims and to inform his debtors of the existing assignment of claims.
  4. If the customer is entitled to confiscate the receivable in the course of the ordinary course of business or remains with our approval, the customer shall be obliged to make a bank account separated from the other business accounts, which is managed by us in a trustee form. The customer must take all necessary and reasonable measures so that the third party’s payment is not made to another account. The customer is obliged to transfer the collected amounts from the assigned claims to us. Upon request, the customer shall be obliged to provide proof of the establishment of a bank account which is tied in a trustee account for the money he has collected.
  5. The customer’s entitlement to the claim shall expire if we revoke it in writing, the customer fails to meet his payment obligations from the revenue collected, or if an application for the opening of the insolvency or settlement proceedings is made over the assets of the customer or when he ceases payments. In such cases, we are entitled to collect the assigned claim ourselves. The customer is obligated to provide us with all necessary information for collection and to hand over the related documents. In this case, the customer is further obliged to notify the debtors of this assignment. If the customer does not promptly transfer sums collected from assigned claims to us, he is obliged to keep them treasured and free of charge for us.
  6. In the event of a breach of duty by the customer, in particular in the case of a delay in payment, we shall be entitled to rescind the contract and to withdraw from the contract after the expiry of a reasonable deadline set for the customer; The statutory provisions on the dispensability of a deadline shall remain unaffected. The customer is obliged to surrender. We are also entitled to rescind the contract if an application for opening insolvency proceedings on the client’s assets is made.
  7. The processing or transformation of the goods by the customer is always carried out for us without a commitment for us. If the delivery items are processed with other items not belonging to us, we acquire the co-ownership of the new item in the ratio of the value of the delivered items to the other processed items at the time of the processing.
  8. If the delivery items are inseparably mixed with other objects which do not belong to us, then we acquire the co-ownership of the new item in the ratio of the value of the delivered items to the other mixed items. The customer shall keep co-ownership for us free of charge.
  9. The customer may neither pledge nor surrender the delivered goods. In the case of seizures, confiscation or other orders by third parties, the customer must notify us without undue delay and provide us with all information and documents necessary to safeguard our rights. Execution officers or third parties shall refer to our property. When a warehouse is switched on, our property must be indicated before the goods are put into storage. When a warehouse is switched on, our property must be indicated before the goods are put into storage.
  10. We undertake to release the securities to which we are entitled in this respect at the customer’s request, if their value exceeds the claim to be secured by more than 20%.
  11. If the property reservation or the assignment is not effective according to the law in the area in which the goods are located, the security corresponding to the reservation of ownership or the assignment in this area shall be deemed to have been agreed upon. If the co-operation of the customer is necessary, he must take all necessary measures to establish and maintain such rights.
§ 9 Delivery dates, Scope of delivery
  1. The agreed delivery periods and dates are always considered as approximate, unless a fixed date has been agreed in writing.
  2. The delivery period begins with the sending of the order confirmation, but not before all details of the execution are clarified and all other conditions to be fulfilled by the customer are present; The same applies to delivery dates. It shall be complied with if the consignment is notified before the expiry of the period or the delivery item has left the factory.
  3. The delivery period shall be extended in the event of strikes, strikes and lockouts, administrative orders, material difficulties, casting difficulties, committee and rework, operational faults, personal deficiencies and lack of means of transport as well as total unforeseen obstacles to which we have no influence Duration of these events. This also applies to delays in binding agreements
    Deadlines and deadlines. This also applies if these circumstances occur with subcontractors. There are no delays for the duration of the aforementioned obstacles, even if we are already in arrears on the occurrence of these circumstances. Even if the delivery period is exceeded, the Purchaser shall remain obligated to take over the goods at the price agreed for the day of delivery.
  4. Part deliveries and services are permissible as long as they do not adversely disadvantage the customer or have been excluded in writing at the time of conclusion of the contract.
  5. Claims for damages and the right to withdraw from the contract due to late delivery or performance or non-delivery, performance are excluded, unless they are based on gross negligence. They are restricted to the necessary additional costs for a purchase by the customer.
§ 10 Shipping, Packaging
  1. Basically, we supply “ex works”. The dispatch of the goods always takes place at the expense and risk of the customer, even with freight-free dispatch.
  2. Packaging, insofar as it exists at all, is the property of the customer and is calculated by us in the absence of conflicting mandatory legal requirements. Postage and freight costs, as well as packing charges are billed separately. The choice of the type of shipment is at the discretion of the customer.
  3. The transfer by the carrier is considered to be proof of the perfect condition of the wrapping.
§ 11 Acceptance, Transfer of Risk
  1. The customer is obligated to accept the delivery item and to examine immediately for any defects.
  2. If the customer remains deliberately or with gross negligence for more than fourteen days from receipt of the declaration, we shall be entitled to rescind the contract and / or demand compensation for damages after an additional period of fourteen days has elapsed. The setting of a grace period is not necessary if the customer seriously or definitively refuses acceptance or is obviously not able to pay the purchase price within this period.
  3. The risk shall pass to the customer upon delivery of the goods to the freight carrier, even if we have accepted the delivery.
§ 12 Defects, Warranty
  1. Notification of defects within the scope of § 377 HGB (German Commercial Code) shall be communicated immediately, in the case of obvious defects within a period of seven days after delivery to the customer, in the case of hidden defects within three days after their discovery. A prompt notification by the customer, which is made only by telephone, is to be communicated in writing within eight days from the oral complaint. Upon delivery of the goods the customer is obligated to examine them without delay for completeness.
  2. Are the delivered goods used or processed by the customer, it will be considered as acceptance of the goods and as final waiver of the customer for defects or other claims from the delivery.
  3. Until the complaint has been settled, the defective goods may not be altered without our consent. The customer is obliged to keep the faulty goods carefully, to keep them available for inspection and to leave us a sample on request. The customer is not entitled to any compensation for custody or other costs.
  4. We shall be given the opportunity to ascertain the defect. The complained goods must be returned to us immediately upon request; We accept the transport costs if the complaint is justified. If the customer fails to meet these obligations or makes changes to the goods already complained about without our consent, he will lose any claims for material defects.
  5. If special quality conditions have been provided or if the goods are shipped to another recipient or abroad on behalf of the customer, then they must be inspected and accepted in our factory before shipment on behalf of the customer. Otherwise, the goods are delivered as unconditionally delivered.
  6. If the customer wishes that necessary tests are carried out by us, he shall inform us thereof. The nature and extent of the examinations shall be agreed upon until the conclusion of the contract.
  7. Within a tolerance of 10% of the total order quantity, production-related additional or short deliveries are permissible. As a result of this, the total price changes.
  8. We do not assume any guarantee for the suitability for the intended use of the material offered by us. The customer bears the responsibility for appropriate design, taking into account possible safety regulations, selection of the material and the required test procedures, correctness and completeness of the technical delivery specifications and the technical documents and drawings submitted to us, as well as for the execution of the production facilities Even if changes are proposed by us who find their endorsement.
  9. We are not liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent treatment, as well as for the consequences of improper modifications or repair work carried out without our consent Customers or third parties. The same applies to defects which only slightly reduce the value or suitability of the goods.
  10. Furthermore, the customer is responsible for the fact that his information does not infringe any intellectual property rights or other rights of third parties. The customer is free to prove to us that he is not at fault on the infringement of the rights of third parties. In so far as we are liable to third parties, he shall indemnify us against all claims arising out of the use of such proprietary rights and expenses arising out of or in connection with the claim. We are not entitled to make any agreements without the consent of the supplier, in particular to conclude a settlement.
  11. In the case of defective goods, we shall make a replacement delivery or, as far as possible, rework. The complained goods can only be returned with our consent. Warranty rights are only available to our contract partners. An assignment is excluded.
  12. The customer has the right to a reduction or to rescind the contract if a reasonable period of time for the supplementary performance set out for us (rectification of defects, subsequent delivery, procurement of spare parts) with regard to a defect in the sense of these terms of delivery is fruitless by our fault; Parties is no longer reasonable. A cost reimbursement is excluded as long as the expenses increase because the goods have been moved to another location after our delivery, unless this corresponds to the intended use of the goods.
  13. The liability for all damages is excluded, as long as they are not expressly named in the above provisions, even if they did not arise on the delivery item itself. Exceptions to this rule are damages caused by intent or gross negligence on the part of the owners, senior executives or vicarious agents or resulting from culpable violation of essential contractual obligations. In the latter case, however, the liability is only assumed for the typically foreseeable foreseeable damage.
  14. The exclusion of liability shall also not apply in cases in which damage to objects caused by defects in the delivery item is caused by damage to life, body or health or by objects used in private use. Also, the exclusion of liability does not apply in the absence of assured characteristics, as long as the assurance is intended to protect the customer against damages that are not caused by the delivery item itself.
  15. The warranty period for newly delivered goods when properly used for merchants is 12 months after the transfer of risk to the buyer, while the legal warranty periods apply to consumers. In the case of used goods, the guarantee is excluded for merchants and limited to one year for consumers.
§ 13 Total liability
  1. A further liability for compensation than in § 11 is excluded, with no regard for the legal nature of the claimed claim. This applies in particular to claims for damages on loss of profit, due to negligence in the event of conclusion of contract, due to other breaches of duty or due to delictual claims for compensation for material damage pursuant to § 823 BGB.
  2. The limitation pursuant to § 1 shall also apply insofar as the customer requires replacement of useless expenditures instead of a claim for compensation for the damage.
  3. Insofar as the liability for damages is excluded or restricted, this also applies to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.
  4. The statutory provisions on the burden of proof shall remain unaffected.
§ 14 Samples, Tools, Drawings
  1. Samples and tools are to be supplied by the client to our factory in case of need, free of packaging and freight.
  2. If we produce samples and tools required for the production according to the samples submitted by the customer, then we claim a participation of the customer in the production costs, which we communicate in the context of the contractual negotiations and after invoice release. Irrespective of the cost of production, we remain the owner of the tools produced.
  3. For the samples and tools handed over to us, we assume responsibility for correct use and storage. It is the owner’s responsibility to adequately protect the model against fire and water damage as well as against theft.
  4. Samples that have not been used for five years or longer will be our property without notice and will be destroyed to our relief.
  5. Where a contracting party makes drawings or technical documentation available to the other of the goods to be supplied or their production or samples, they remain the property of the referring contracting party.
  6. Each contracting party shall use all documents (including samples, models, tools and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and keep them secret with the same diligence as corresponding own documents and knowledge, If the other party to the contract signifies it as confidential or has a manifest interest in its secrecy. This obligation shall begin with the date of receipt of the documents or knowledge and shall end 36 months after the end of the business relationship.
  7. The obligation does not apply to documents and knowledge which are generally known or which were already known to the contractual partner upon receipt without being bound to secrecy, or which are subsequently transmitted by a third party authorized to pass on the data or by the receiving contract partner without utilization Secret documents or knowledge of the other contracting partner.
§ 15 Jurisdiction, Place of Performance
  1. For all legal relations between the customer and us, even if the latter has his place of residence abroad, exclusively German law applies. UN purchase right is expressly excluded.
  2. The place of jurisdiction and place of performance for merchants is Düsseldorf.
  3. Should individual provisions of these General Conditions of Sale and Delivery be or become invalid, the effectiveness of the remaining provisions shall not be affected thereby.