1.1 Supply contracts shall, as far as not expressly agreed to
differently, be accepted and carried out according to the following
sales and delivery conditions. This applies also to all subsequent
contracts without further reference.
1.2 We (from now on called the supplier) contradict expressly all
commercial trade conditions of the purchaser.
1.3 Arrangements amending these conditions shall be stated in writing.
Verbal agreements shall immediately be confirmed in writing.
1.4 These conditions regulate the conduct of business.
2. Sales, sales brochure and commercial
2.1 Sale offers, unless stated differently, are valid for a period of 4
weeks. The supplier is only obliged to supply after an expressly issued
confirmation of the order.
2.2 In the absence of any particular reference in the sales offer,
technical data, material used etc and standard values used in the trade
should be assumed. Notification in the case of a variation will only be
given when the product integrity warranty is affected.
2.3 All documentation provided to the customer by the supplier remains
the property of the supplier. It should not be made available to third
parties without the prior written permission of the supplier. If an
order is not placed with the supplier and if requested by the supplier,
all documentation including any copies that may have been made must be
returned to the supplier without delay.
2.4 It is the responsibility of the purchaser to check all data
contained in catalogues, sales brochures and published documentation
that the intended application is suitable and appropriate, before
acceptance and use. This also applies to the choice of suitable
materials. The purchaser must ensure that the use of the product is
2.5 The supplier is not duty-bound to check the correctness and/or
legal conformity of the requirements and/or assumptions of the
purchaser, as this is the sole responsibility of the purchaser. This
applies in particular in the case of possible litigation for a breach
of commercial protection laws.
2.6 The purchaser guarantees, that the execution of the contract does
not result in any breach of commercial law by the use of components,
drawings or samples supplied by the purchaser or third parties. The
purchaser will conduct any possible defense procedures at his own
expense and will compensate the supplier for any expenses resulting
from such action.
2.7 Drawings, developments and discussion papers, which are generated
in the course of contractual negotiations as an advisory service, are
not binding. The purchaser cannot make demands based on such documents
or services given by the supplier or his agents, except in the case of
culpable intent or gross negligence.
3. Contract order
Orders constitute a valid contract only after written confirmation of
the supplier. The extent of the contract, thus generated, is determined
by the actual text of the confirmation. The purchaser is obliged to
check all relevant detail and draw attention to any discrepancy in
4. Delivery period and extent
4.1 The delivery period starts when all technical and commercial
questions have been resolved and terminates with the dispatch or the
notification of dispatch. Keeping to delivery schedules assumes the
keeping of obligations by the purchaser, particularly in respect to
4.2 Purchaser initiated amendments to the supply contract cause the
delivery schedule to recommence with the date of the revised
confirmation of the order.
4.3 The supplier does not accept responsibility for any delivery delays
in respect to acts of God or events not caused or predicted by the
supplier, such as non-issue of permits by government instrumentalities,
strikes etc. Delivery schedules are extended by the extent of the
4.4 The supplier accepts liability for not maintaining the delivery
schedule or for delayed delivery, including delivery scheduled by the
supplier only in the case of willful intent, gross negligence or a
breach of essential contractual duty. However, this implies no change
in the requirement of proof at the disadvantage of the purchaser.
4.5 The right of the purchaser to cancel an order after the passing of
an appropriate delivery deadline agreed to by the supplier is not
4.6 Part delivery is deemed acceptable at minor inconvenience to the
5. Point of delivery, risk transfer
5.1 Delivery is affected from the place of production of the supplier
at the expense and risk of the purchaser. The means of delivery is
chosen at the discretion of the supplier
5.2 In the case of delivery, the risk in respect of the delivered
items, even if free delivery had been agreed to, transfers to the
purchaser, transport company or according to usual practice, unless the
purchaser has made a particular request, transport driver, or at the
latest at the point of leaving the factory or store. If acceptance by
the purchaser is delayed, the risk is transferred at the point of
readiness to deliver, even if the delay of acceptance occurs after
readiness to deliver. The supplier may insure delivery against
breakage, transport or fire damage at the request and at cost of the
All prices are ex store, freight/postage, packing, insurance and the
respective applicable VAT are added.
7. Settlement of accounts
7.1 The agreed price is to be paid in full in EURO within 14 days of
receipt of the account or equally valid request of payment, unless
other arrangements have been agreed to. Risk and payment costs are born
by the purchaser.
7.2 In the case of late payment, an additional 8 percentage points over
and above the base rate of the European Central Bank is added to the
account. The purchaser cannot vary this clause.
7.3 The purchaser has the right to counter demands only in the case of
indisputable or legally determined demands.
7.4 Costs incurred to ascertain credit, letters of credit in dealings
with foreign countries or similar are at the expense of the purchaser.
8. Warranty for Material Defects
8.1 The purchaser should check goods immediately after receipt for
possible defects. Obvious defects are to be reported to the supplier
within 5 working days in writing, hidden defects within 5 days after
8.2 The supplier has the discretion to repair or replace defects, which
are reported to the supplier within 12 months after delivery but not
later than 15 months after delivery. This discretion is not waived even
after repeated unsatisfactory repairs. The supplier must be given
appropriate time and access to affect repairs.
8.3 The purchaser has the right to rescind the purchase order or demand
a price reduction (decrease in the order value), if the defect cannot
be repaired in an appropriate period of time.
8.4 In the case of defects, which could have been determined by the
purchaser with little inconvenience before inclusion or use, all under
warranty claims for defective materials are voided as soon as the
product is included or used. This does not apply in the case of
culpable intent, gross negligence or injury to life, body or health by
the supplier, leading employee, consultant or contractor, or a
liability for the breach of a major contractual duty or of a mandatory
8.5 No warranty claims will be accepted for a predetermined life of
products especially under extreme or unknown operating conditions.
Claims for the premature failure of the product are excluded.
8.6 In the case of products, which were manufactured to customer
drawings and specifications, supplier warranty for materials defects
only extends to include compliance with the specification. Legal
liability according to the product liability laws as well as liability
for intentional and gross negligence is not affected.
8.7 The warranty for material defects does not cover normal wear and
tear or damage caused by faulty or negligent maintenance or
inappropriate use outside the specifications or contract.
8.8 Material defects, which reduce the value or the useability only
minimally or not at all, a liability is excluded.
8.9 Rights to referred warranty provisions according to
478, 479 of Federal Common Law (BGB) only allow the consumer to make
claims within the scope of the legislation and do not regulate the
understanding of good will provisions with the supplier and assume that
any party with referred warranty rights will duly observe their duty,
in particular the duty to report defects.
9.1 All claims for damages and compensation of the purchaser are
excluded – whatever the legal base, including claims as to
illegal action or material defect or damage caused by the defect, or
culpable neglect of associated contractual duties or the loss of
income. This does not apply if the supplier, leading employee,
consultant or contractor is guilty of culpable intent, gross negligence
or injury to life, body or health or a liability for the breach of a
major contractual duty or of a mandatory product liability exists.
9.2 In the case of a major breach of contractual liability, which does
not involve intent or gross negligence and which does not involve an
injury to life, body or health or the product integrity warranty, the
liability shall be limited to compensation to the extent of assessable
damage, which is typical in these contractual contexts.
9.3 Materials, which the purchaser is supplying to the supplier for the
manufacture of products ordered by the purchaser, are only insured
against theft. The supplier is liable for the loss or deterioration of
such goods only in the case of intent or gross negligence.
9.4 Advice given to the purchaser by the supplier, particularly as to
the usage of products, is binding only if given or confirmed in
9.5 The legal requirements as to the need of proof are not affected.
10. Joint ownership
10.1 The finished product (from now on called the joint product)
remains the property of the supplier until paid in full and all due
demands, which the supplier derives from the business relationship with
the purchaser, have been met. During this period of the joint ownership
no seizure, nor transfer nor ceding of the demands from the purchaser
without the express permission of the supplier may take place. The
supplier is to be notified without delay in case of a seizure by a
10.2 If the purchaser processes the joint product into a new product,
the processed article remains the property of the supplier. The
transfer of ownership is excluded under Federal Law (BGB) §
By processing, mixing or reconstructing the joint product with other
products, not the property of the supplier, the supplier gains shared
ownership of the resultant product in proportion of the monetary value
of the joint product and other component products at the time of
processing. It is the duty of the purchaser to store and control the
resultant product with appropriate care.
10.3 Therefore, under these conditions, the resultant product is
treated the same as the joint product. In the case of a sale of the
resultant joint product, the purchaser reduces his claim on the product
value by the amount proportioned according to the purchase value of the
joint product of the supplier in respect to all other products
contained in the resultant product. In the case of the sale of the
resultant product, together with other components not owned by the
supplier for a total all-inclusive price the purchaser shall pay the
supplier the proportion of the total price that represents the share of
10.4 The purchaser also accedes to a claim of the supplier in respect
to any third party, if the joint product is incorporated in real estate
10.5 The purchaser is empowered, unless the power is revoked, to
satisfy claims resulting from the resale in the course of normal
business transactions. Furthermore, the supplier has the right to
independently seek an order, if the purchaser has not fulfilled his
contractual duty, in particular to settle due accounts on time. The
purchaser must name, if requested, the debtors of outstanding claims
and show the amounts owing. Making a claim on the reserved ownership
goods and in particular a demand to transfer same constitutes a
10.6 The supplier undertakes upon request by the purchaser to free the
purchaser from any obligation to accede to claims of the supplier
exceeding 10% of the actual value of the goods.
11. Legal Venues
11.1 The laws of the Federal Republic of Germany are exclusively valid,
excluding UN Commercial Laws (UNCITRAL-Commercial Laws). Contract
language is German.
11.2 In the case of the purchaser being a purchasing agent, a legal
representative of the public instrumentality or utility, also for all
disputes involving documents, exchange and cheque transactions, the
legal venue for both parties is the local court of the supplier. The
supplier has the right to take legal action against the purchaser in
any other legal court.
12. General Clause
Invalidation of any one of the clauses in this contract does not affect
the validity of other paragraphs. Should a clause be or become
ineffective, the contractual parties to this contract shall endeavour
to replace the ineffective clause with a new agreed clause, to reflect
as fully as possible the commercial and legal purpose.