Terms & Conditions

General Terms and Conditions of Purchase

§ 1 Scope, Form

(1) These General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our business partners, producers, and suppliers ("Sellers"), provided they are entrepreneurs, legal entities under public law, or a special fund under public law.

(2) The GTCP particularly apply to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether the Seller manufactures the Goods itself or purchases them from suppliers (§§ 433, 650 of the German Civil Code – BGB). Unless otherwise agreed, the GTCP in the version valid at the time of the Buyer's order or, in any case, in the version last communicated to the Seller in text form, shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.

(3) These GTCP apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Seller shall only become part of the contract if and to the extent that we have explicitly agreed to their validity in writing. Individual agreements, such as a separately agreed quality assurance agreement, take precedence.

(4) Legally relevant declarations and notifications by the Seller with regard to the contract (e.g., setting of deadlines, reminders, withdrawal) must be made in writing.

§ 2 Conclusion of the Contract

(1) Our order becomes binding at the earliest upon written submission or confirmation. The Seller must point out any obvious errors (e.g., spelling or calculation errors) and incompleteness in the order, including order documents, for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not concluded.

(2) The Seller is obliged to confirm our order in writing within … days/weeks or to execute it without reservation, particularly by dispatching the Goods (acceptance).

(3) Late acceptance shall be deemed a new offer and requires our acceptance.

§ 3 Delivery Time and Default in Delivery

(1) The delivery time specified in our order is binding. If the delivery time is not specified in the order and has not been otherwise agreed, it shall be four weeks from the conclusion of the contract. The Seller is obliged to notify us immediately if it is likely unable to meet agreed delivery times.

(2) If the Seller fails to perform its service or does not do so within the agreed delivery time or if it is in default, we may – in addition to further statutory claims – demand liquidated damages for the delay amounting to 1% of the net price per completed calendar week, but not exceeding 5% of the net price of the delayed Goods. We reserve the right to prove that higher damages were incurred. The Seller reserves the right to prove that no damage or only significantly less damage occurred.

§ 4 Performance, Delivery, Transfer of Risk, Default in Acceptance

(1) The Seller is not entitled to have the service it owes performed by third parties (e.g., subcontractors) without our prior written consent.

(2) Delivery shall be made "free domicile" within Germany to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Nuremberg. The respective destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

(3) A delivery note indicating the date (issuance and dispatch), the contents of the delivery (article number and quantity), and our order identification (date and number) must be included with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for delays in processing and payment resulting from this. A corresponding shipping notification with the same content must be sent to us separately from the delivery note.

(4) The risk of accidental loss and accidental deterioration of the Goods passes to us upon delivery at the place of performance. If an acceptance has been agreed, it shall be decisive for the transfer of risk. Otherwise, the statutory provisions of the law on contracts for work and services shall apply accordingly in the case of acceptance.

(5) The statutory provisions apply to the occurrence of our default in acceptance. However, the Seller must expressly offer us its performance even if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g., provision of material). If the contract concerns a non-fungible item to be manufactured by the Seller (custom-made item), the Seller shall only have further rights if we are obliged to cooperate and are responsible for failing to do so.

§ 5 Prices and Payment Terms

(1) The price stated in the order is binding and includes all services and ancillary services of the Seller (e.g., assembly, installation) as well as all ancillary costs (e.g., proper packaging, transport costs including any transport and liability insurance). All prices include statutory value-added tax, if not separately indicated.

(2) The agreed price is due for payment within 30 calendar days from complete delivery and performance (including any agreed acceptance) as well as receipt of a proper invoice. In the case of bank transfer, payment is deemed timely if our transfer order is received by our bank before the payment deadline; we are not responsible for delays caused by the banks involved in the payment process.

(3) The Seller is only entitled to a right of set-off or retention due to legally established or undisputed counterclaims.

§ 6 Confidentiality and Retention of Title

(1) We reserve ownership and copyright to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and returned to us after the contract has been completed. The documents must be kept strictly confidential, as must all other business secrets of ours, especially customer data, even after the end of the contract. The confidentiality obligation only expires when and to the extent that the provided information becomes publicly known. Statutory regulations on the protection of trade secrets remain unaffected.

(2) For every culpable violation of one of the confidentiality obligations stipulated in paragraph 1, the Seller owes a contractual penalty of €50,000.00, or at least 3% of the respective order volume as a lump-sum compensation; § 3 para. 2 sentence 2 applies accordingly.

(3) The above provision applies accordingly to materials and substances (e.g., software, finished and semi-finished products) as well as tools, templates, samples, and other items we provide to the Seller for manufacturing. Such items are to be stored separately at the Seller's expense and adequately insured against destruction and loss.

(4) Ownership of the Goods is transferred to us unconditionally and regardless of payment of the price. If we accept an offer of transfer of ownership from the Seller conditional on payment of the purchase price in an individual case, we are also authorized to resell the Goods before payment of the purchase price, subject to the advance assignment of the resulting claims (alternatively, application of the simple and extended retention of title in the case of resale). All other forms of retention of title are excluded, in particular the extended, forwarded, and prolonged retention of title for further processing.

§ 7 Defective Delivery

(1) Our rights regarding defects in the Goods (including incorrect and short delivery as well as improper installation or defective instructions) and other breaches of duty by the Seller are governed by statutory provisions and, exclusively to our benefit, the following supplements and clarifications.

(2) According to statutory provisions, the Seller is particularly liable for ensuring that the Goods have the agreed quality at the time the risk passes to us. Agreements on the quality of the Goods include those product descriptions that – particularly by designation or reference in our order – are the subject of the respective contract. It does not matter whether the product description originates from us, the Seller, or the manufacturer.

(3) We are not obliged to inspect the Goods or inquire about possible defects upon conclusion of the contract. Partly deviating from § 442 para. 1 sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of contract conclusion due to gross negligence.

(4) Our commercial obligation to inspect and notify defects is limited to defects that are apparent during our incoming goods inspection, including the delivery documents (e.g., transport damage, wrong or short delivery). If acceptance is agreed, there is no duty to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business. In any case, our complaint (notice of defects) is considered timely and prompt if it is sent within ten working days of discovery or, in the case of obvious defects, after delivery.

(5) The Seller bears the costs necessary for the purpose of inspection and subsequent performance, including transport, travel, labor, and material costs as well as any dismantling and installation costs, even if it turns out that no defect actually existed. We are only liable for unjustified demands for the removal of defects if we have recognized or grossly negligently failed to recognize that there was no defect.

(6) If the Seller fails to fulfill its obligation to provide subsequent performance – at our option, by remedying the defect or delivering a defect-free item – within a reasonable deadline set by us, we may remedy the defect ourselves and demand reimbursement of the required expenses or an appropriate advance from the Seller. If subsequent performance by the Seller fails or is unreasonable for us, no deadline is required.

(7) The limitation period for all contractual claims for defects is three years from the transfer of risk, unless a longer statutory period applies. If acceptance is agreed, the limitation period begins with acceptance. The three-year limitation period applies accordingly to claims arising from legal defects, whereby the statutory limitation period for third-party claims for surrender remains unaffected; claims arising from legal defects shall not expire as long as the third party can still assert the right against us, particularly due to the lack of limitation.

§ 8 Supplier Recourse

(1) Our statutory rights of recourse within a supply chain are available to us in addition to the claims for defects without restriction. In particular, we are entitled to demand from the Seller exactly the type of subsequent performance (repair or replacement delivery) that we owe our customer in an individual case; our statutory right of choice is not restricted by this.

(2) Before we acknowledge or fulfill a defect claim asserted by our customer, we will notify the Seller and, providing a brief description of the facts, request a written statement. If the statement is not provided within a reasonable period and no amicable solution is reached, the defect claim we actually granted shall be deemed owed to our customer. In this case, the Seller is responsible for providing evidence to the contrary.

(3) Our claims arising from supplier recourse also apply if the defective Goods were further processed by us, our customer, or a third party, e.g., by installation into another product.

§ 9 Product Liability

(1) If the Seller is responsible for a product defect, it shall indemnify us against claims by third parties to the extent that the cause lies within its sphere of control and organization and it is liable in the external relationship.

(2) Within the scope of its indemnification obligation, the Seller shall reimburse any expenses arising from or in connection with claims by third parties, including recall actions carried out by us. We will inform the Seller about the content and scope of recall measures – to the extent possible and reasonable – and give it an opportunity to comment. Further statutory claims remain unaffected.

§ 10 Choice of Law and Jurisdiction

(1) These GTCP and the contractual relationship between us and the Seller are governed by the laws of the Federal Republic of Germany, excluding international uniform law, particularly the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship is Nuremberg.