1 Scope of application

1.1 These Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB). They shall apply to all contractual relationships in which goods are delivered to us (in particular purchase, rental or loan) or we commission services (in particular service, work and agency contracts).
1.2 Our Terms and Conditions of Purchase shall apply exclusively to all deliveries and services to us; terms and conditions of the contractual partner that conflict with or deviate from our Terms and Conditions of Purchase shall not apply unless we expressly agree to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the deliveries and services of our contractual partner without reservation or pay for them in the knowledge of terms and conditions that conflict with or deviate from our Terms and Conditions of Purchase.
1.3 All contractual agreements between us and our contractual partner must be made in writing. Verbal collateral agreements shall only be effective if they have been confirmed by us in writing.
1.4 With the first delivery or service under our Terms and Conditions of Purchase, our contractual partner also recognizes their exclusive validity for all further contracts.

2 Orders and commissions

2.1 Our orders and commissions shall only be binding if they are made in writing or confirmed by us in writing. The same applies to changes or additions to our orders and commissions.
2.2 We may revoke our orders and commissions free of charge if the contractual partner does not confirm them to us in writing in an unchanged version within two weeks.

3 Delivery periods and dates, transport insurance

3.1 The agreed delivery and performance deadlines are binding. The timeliness of deliveries of goods alone shall be determined by the receipt of the goods by us; the timeliness of deliveries with subsequent installation or assembly as well as of services shall be determined by their acceptance by us.
3.2 If delays have occurred or are to be expected, our contractual partner must inform us immediately. In the event of a delay in delivery or performance, we shall be entitled to the statutory claims – irrespective of any agreed contractual penalty – but the contractual penalty paid shall be offset against the damages to which we are entitled.
3.3 Premature deliveries or services as well as partial or excess deliveries require our prior written consent. If excess deliveries are made without this consent, we shall be entitled to refuse acceptance of the delivery, to store the excess goods received at the expense of our contractual partner or to return them to him at his expense.
3.4 A dispatch note or delivery bill must be sent to us for each delivery on the day the goods are dispatched. Our order number must be stated in all shipping documents.
3.5 Our contractual partner shall be obliged to insure the goods to be delivered at its own expense.

4 Contractual penalty

4.1 If a contractual penalty has been agreed, we may assert this penalty until the invoice for the delayed or defective deliveries or services has been settled, even if we do not reserve the right to assert it upon acceptance of the deliveries or acceptance of the services.

5 Import and export regulations, customs

5.1 In the case of deliveries and services from a country outside Germany which is a member of the EU, the EU VAT identification number must be stated. Our contractual partner is obliged to ensure that the applicable import regulations are complied with, to make the declarations and provide the information required by law, to permit inspections by the customs authorities and to provide the necessary official confirmations. Any costs incurred shall be borne by our contractual partner.
5.2 Imported goods shall be delivered duty paid.

6 Prices, invoices and terms of payment

6.1 The price stated in our orders and contracts is binding. In the case of deliveries of goods, the price shall include delivery “delivered duty paid” (“DDP”, Incoterms latest version) including packaging and any assembly ready for operation.
6.2 Invoices shall bear the number stated in our purchase order or in our order and shall be sent to us separately by post. We are entitled to return invoices without our order number unprocessed.
6.3 Value added tax shall be shown separately in the invoices.
6.4 Unless otherwise agreed in writing, we shall pay the amount owed under the contract within 14 days with a 2% discount, otherwise within 30 days, calculated from delivery and receipt of invoice, in the case of a required acceptance, calculated from acceptance and receipt of invoice. In the case of payment by bank transfer, our payment obligation shall be deemed to have been fulfilled on time if our transfer order has been forwarded to our bank within the specified period; in the case of payment by check, if the check has been posted within the specified period.
6.5 Our payments do not imply recognition of the deliveries or services as being in accordance with the contract. In the event of defective or incomplete deliveries or services, we shall be entitled, without prejudice to our other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper fulfillment.
6.6 We shall be entitled to rights of set-off and retention to the extent permitted by law.

7. prohibition of assignment

7.1 The assignment of existing claims against us is not permitted.

8 Transfer of risk

8.1 Unless otherwise agreed in writing, the goods shall be delivered “delivered duty paid” (“DDP”, INCOTERMS latest version).
8.2 In the case of delivery without installation or assembly, the risk shall pass to us upon receipt of the goods at the delivery address specified by us, in the case of delivery with subsequent installation or assembly and in the case of services upon successful completion of our acceptance. The use of the goods delivered to us does not replace a required acceptance.

9. inspection of defects and rights in the event of defects

9.1 Insofar as the commercial obligation to inspect and give notice of defects applies, our obligation to inspect the goods shall be limited to their quantity and identity, externally recognizable transport or packaging damage and the random inspection of the goods for their essential characteristics. In cases of doubt regarding quantities, weights and dimensions, the values determined by us in the incoming goods inspection shall be decisive.
9.2 Our notification of defects shall be deemed timely if we send it to our contractual partner within a period of two working days, calculated from receipt of the goods by us or, in the case of hidden defects, from discovery of the defect by us. If a defect is discovered during the inspection, our contractual partner shall bear the costs of the goods inspection, notwithstanding the assertion of our other claims.
9.3 In the event of defects, we shall be entitled to the full statutory warranty rights. Our contractual partner shall be obliged to bear all expenses incurred in connection with the rectification of defects or the replacement delivery. Our right to withdraw from the contract and our claims for damages, in particular our claim for damages in lieu of performance, shall remain reserved in all cases.9.4. In the event of imminent danger or in the event of particular urgency, we are entitled to carry out the necessary remedy of the defect ourselves at the expense of our contractual partner or to have it carried out by a third party at the expense of our contractual partner.
9.5. If our contractual partner again provides essentially the same or similar deliveries or services defectively or late after a written warning, we are entitled to withdraw from the contract immediately. In this case, our right of withdrawal also includes those deliveries and services that our contractual partner is to provide to us in the future under this or another contractual relationship.

10. Limitation period

The claims to which we are entitled against our contractual partner expire within the period stipulated by law.

11. Spare parts guarantee

If our contractual partner supplies us with machines or other technical equipment, he is obliged to keep spare parts available for the delivered goods for a period of seven years from delivery.

12. Confidentiality

12.1. If we provide documents to our contractual partner, they remain our property. Existing copyright and usage rights remain with us. Copies of the documents provided by us may only be made with our written consent. The documents provided by us, including all copies, must be returned to us immediately after our order or contract has been executed without being asked to do so; our contractual partner is not entitled to assert a right of retention.
12.2. The documents provided to our contractual partner may only be used to carry out the order and may not be provided to third parties or otherwise made accessible.
12.3. Our contractual partner is obliged to treat all non-obvious information that he receives from us in connection with the order as confidential and not to pass it on to third parties. This confidentiality obligation also applies after the contract has been processed. It expires if and to the extent that information provided by us has become public without the involvement of our contractual partner.
12.4. Our contractual partner undertakes to sign a separate confidentiality agreement if we request this in writing.

13. Third party rights, product liability and recourse

Our contractual partner shall indemnify us upon first request from all third party claims asserted against us in connection with the delivery or service of our contractual partner, regardless of the legal basis (in particular due to a material or legal defect, due to another defect in the goods delivered by our contractual partner or due to the infringement of property rights). This indemnification obligation includes all expenses incurred by us in connection with the claim by a third party.

14. Retention of title

Ownership of the delivered goods shall pass to us at the latest after full payment of the agreed price. Any extended or expanded retention of title is excluded.

15. Renting technical equipment

If we rent machines or technical equipment, our contractual partner guarantees that the rented item complies with the current DIN standards, EU machinery regulations and the current occupational safety regulations and bears a valid CE mark.

16. Services to be provided by us

16.1. If our contractual partner works in our buildings and/or on our property for the purpose of fulfilling the contract, he must ensure that all relevant regulations, in particular Directives 98/37/EC, 93/86/EEC and 2004/108/EC, the law on technical work equipment, the relevant accident prevention regulations, the generally accepted safety and occupational health rules and the EN standards applicable at the time of fulfillment of the order, are observed when providing the services owed.
16.2. The work is carried out exclusively in accordance with the instructions of our contractual partner. Instructions given by us have no effect.
16.3. If the use of forklifts, cranes or lifting platforms is necessary for the fulfillment of the contract, the evidence required for the use of these machines must be provided by our contractual partner without being asked to do so.

17. Miscellaneous

17.1. For merchants, legal entities under public law and special funds under public law, the place of jurisdiction is exclusively the Mannheim Regional Court. This also applies to claims arising from checks and bills of exchange.
17.2. German law applies exclusively. The provisions of the Uniform Law on the International Sale of Goods (EKG), the Uniform Law on the Formation of International Sales Contracts for Movable Goods (EAG) and the law on the United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods (UN Sales Law) do not apply.
17.3. If one or more of the above provisions are or become invalid, this will not affect the validity of the remaining provisions. The invalid provision must instead be reinterpreted so that the purpose it pursues is achieved, as far as legally permissible.

As of February 3, 2011