Terms and Conditions

General Terms and Conditions of Sale

 

Effective: August 2010

I.    Scope

  1. Our General Terms and Conditions of Sale apply to all - including future - legal relationships between the parties to the Contract.  Agreements to the contrary are only valid if confirmed by us in writing.

  2. We are not bound by any contrary or contradictory General Terms and Conditions of the other party to the Contract - hereinafter referred to as the Purchaser  - even if we do not expressly object to them.

  3. Our Terms and Conditions only reply in respect of Companies as defined in § 310 Section 1 BGB [Civil Code].

  4. Should any provision contained in our General Terms and Conditions of Sale prove to be or become invalid the validity of all remaining provisions shall not be thereby affected.

II.    Tender and Tender Documentation

  1. Our tender is subject to confirmation in the absence of anything to the contrary ensuing from the offer.

  2. We can accept orders within a period of 6 weeks.  The said period commences upon receipt of order.

  3. Our written Confirmation of Order is definitive in respect of supply of goods or services.  Assurances regarding characteristics, supplements or ancillary agreements must be in writing to take legal effect.

  4. Our sales staff are not authorised to enter into verbal ancillary agreements or to give assurances extending beyond the content of the written Contract.

  5. We retain title and intellectual property rights to all diagrams, drawings, calculations and other documentation.  Prior to transmission thereof to third parties the Purchaser requires our express written permission.

  6. In the case of series production or special custom designs we reserve the right to apply an over or under-delivery rate of 10%.  The resultant over or under-delivery shall be invoiced accordingly.

  7. We are entitled to make part deliveries if this may be considered reasonable for the customer.

III.    Prices and Terms of Payment

  1. If nothing to the contrary emerges from the Confirmation of Order our prices are "ex stock" or "ex works" and exclusive of shipping and handling charges, customs or excise duty, packaging and are liable to the prevailing rate of statutory VAT.

  2. Our prices are calculated on the basis of a minimum procurement quantity of 1000 units per product specification and type.  Minimum value of goods per order is EUR 250.00 net.

  3. We reserve the right to adjust our prices accordingly if subsequent to conclusion of the Contract cost reductions or cost increases, in particular as a consequence of collective wage agreements, changes in the cost of materials or currency fluctuations take place.  Evidence of the above shall be made available to the Purchaser on request.

  4. Deduction of discount requires separate written agreement.

    If nothing to the contrary emerges from the Confirmation of Order the net purchase price shall be due for payment (without deduction) within 8 days from date of invoice.  Part invoices shall be presented for part deliveries.  Payment terms shall run separately for each part invoice.

    Statutory provisions apply in the event of payment arrears.

  5. We only accept drafts or cheques in payment and not in lieu of payment after separate agreement.  Our account is not settled until the date on which the funds are available to us without having to make allowance for charge-back claims.  Collection charges, discount charges or bill charges including interest shall in all cases be borne by the Purchaser and are payable immediately.

  6. The Purchaser may only offset against a claim which is undisputed or legally binding.  He may only exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

  7. One-off costs such as for example tooling and development costs are invoiced at 50% directly upon receipt of order.  The remaining 50% of the said costs are due upon delivery of the first series production components.   

IV.    Product Information and Design Modifications

  1. The Purchaser undertakes to provide us with a comprehensive description of every aspect and detail of the conditions under which the goods supplied shall be used.

  2. We reserve the right to introduce design modifications in the interests of technical progress provided the latter do not involve any changes in the function of the goods.

V.    Delivery Period

  1. Information regarding delivery periods is unbinding unless the delivery date has been exceptionally agreed as "binding".

  2. The delivery period shall commence with the date of confirmation of order but not however prior to provision of items required to be furnished by the Purchaser i.e. supporting documentation, official approvals and releases including receipt of any agreed payment, opening of any letter of credit required or evidence of arrangement of any collateral agreed.

  3. The delivery period shall be deemed met if the goods have left the Schwäbisch Gmünd warehouse facility within the delivery period.

  4. Should any unforeseen impediments outside our control arise which despite the requisite care required given the particular circumstances of the case we are not in a position to avert - irrespective of whether the said impediments occur with us or at subcontractors - including force majeure (e.g. war or natural catastrophe) or delays in the supply of essential raw materials or other circumstances for which we are not responsible - we are entitled to withdraw from the Supply Contract either wholly or in part or alternatively to extend the delivery period by the duration of the impediment. We shall be entitled to the same rights in the event of strikes and lockouts at our premises or those of our upstream suppliers.  We shall immediately notify our customers of any such circumstances.

  5. In the event of delay in delivery the Purchaser may, following the expiry of an appropriate period of grace to no effect, withdraw from the Contract; in the event of the practical impossibility of supply of goods on our part he is also entitled to do so without notice.  A period of 14 days shall be deemed appropriate and in the case of special custom-made products this shall be a minimum of 1 month.

    Delayed delivery shall equate to impossibility if delivery does not follow after 1 month or 6 weeks in the case of special custom-made products.

    Claims for damages (including any consequential loss) shall be excluded irrespective of Section 6; the same shall apply in the case of reimbursement of expenses.

  6. The liability disclaimer provision under Section 5 shall not apply if any exclusion or restriction of liability is agreed in respect of injury to life, physical injury or damage to health which is due to intentional or negligent dereliction of duty on the part of the user or intentional or negligent dereliction of duty on the part of any legal representative or vicarious agent of the user; nor shall it apply if any exclusion or limitation of liability is agreed for other forms of damage caused by any intentional or grossly negligent dereliction of duty on the part of any legal representative or vicarious agent of the user.

    If we culpably infringe any essential contractual obligation or any cardinal obligation liability shall not be excluded but shall be limited to typical foreseeable contractual damage.

    In the event of reimbursement of expenses the above shall apply accordingly.

  7. If any commercial fixed date transaction has been agreed the liability limitations arising from Sections 5 and Section 6 shall not apply; the same applies if the Purchaser is in a position to claim that as a consequence of the delay for which we are responsible his interest in performance of the Contract ceases to apply.

  8. In the case of call orders calls shall be notified to us in a timely manner to enable orderly manufacture and supply and at least 6 weeks prior to the desired delivery date.  Call orders must be called forward within 12 months from the date of order if no other fixed deadlines have been agreed.  If call does not follow or not completely within 12 months from the date of order or on the agreed call terms the Purchaser shall be deemed in default of acceptance.

  9. Should the Purchaser fall into acceptance arrears or infringe duties of cooperation we are entitled to claim compensation for loss incurred by us including any additional expenses.  In such event risk of accidental destruction or loss or accidental deterioration of the item of purchase shall transfer to the Purchaser if the latter is in default of acceptance.

VI.    Transfer of Risk, Packaging Costs and Insurance

  1. Upon handover to the forwarding agent or carrier and at the latest upon leaving our premises risk of accidental destruction or loss and accidental deterioration transfers to the Purchaser.  Incoterms 2000 "ex works/ab Werk" Clause (German version) applies.

  2. Should handover be delayed due to any circumstance for which the Purchaser is responsible or as a consequence of the latter's instructions risk shall transfer to the Purchaser with effect from the date of notification of readiness for despatch.  At the express written request of the Purchaser we undertake to insure goods stored with us at the Purchaser's cost.  This also applies in those cases where a delivery period has not been expressly agreed with the proviso that risk transfers to the Purchaser 7 calendar days following notification of readiness for despatch.

  3. If the Purchaser wishes we shall cover delivery by transport insurance; costs in this regard shall be borne by the Purchaser.

  4. Transportation and all other packaging shall not be returned subject to requirements of the German Packaging Ordinance.  Pallets are excluded.  The Purchaser undertakes to arrange disposal of packaging materials at his own cost.

  5. Delivered items shall be received and accepted by the Purchaser even if they display minor imperfections irrespective of his rights under the terms of §§ 433 ff. BGB.

VII. Reservation of Title

  1. Up to the point of full settlement of the purchase price including all subsidiary claims and prior to settlement of all other claims arising from the business association goods delivered shall remain our property.  Up until that point the Purchaser is not entitled to pledge the goods to third parties or to assign them as security.  The Purchaser shall store the reserved goods for us at no charge.

  2. In the event of processing and combination of reserved title goods with other goods by the Purchaser we shall acquire joint title to the new item in the ratio of the invoiced value of the reserved title goods to the combined material entity.  The joint title rights accordingly ensuing shall be considered as reserved title goods as defined in Clause 1.

  3. The Purchaser is entitled to sell the reserved title goods in the due process of sale provided he is not in payment arrears in respect of our purchase price claims.

  4. The Purchaser hereby assigns to us at this point in time all claims accruing to him as a result of resale of the reserved title goods vis-à-vis third parties.  If the reserved title goods are sold following processing, combination or amalgamation assignment of the claim arising from resale shall apply only up to the extent of the value of the reserved title goods invoiced to the Purchaser by the Vendor.  This shall also apply if the reserved title goods are resold together with other goods which similarly do not belong to the Vendor.

  5. The Purchaser is also authorised to collect the claim even following assignment.  We may restrict the said collection authorisation on the basis of justifiable interest or revoke the same on due cause found, in particular in the event of payment arrears.  We may require that the Purchaser shall notify us of the claims assigned to him and of related debtors plus all information necessary for collection and surrender to us all associated documentation and disclose the said assignment to his debtors.

  6. We undertake to release the securities due to us on the basis of the above provisions at our discretion upon the Purchaser's request to the extent that their realisable value exceeds the claim secured by 20% or more.

  7. The Purchaser hereby declares his consent that the persons authorised by us in connection with assignment of the reserved title goods may enter the property or building on or in which the items are situated in order to take possession of the reserved title goods.

  8. The Purchaser shall immediately inform us in respect of any confiscation, compulsory enforcement or other third party intervention adversely affecting our rights of ownership.  The Purchaser shall bear the costs of measures to remedy third party interference in particular of any possible intervention procedures.

VIII. Guarantee and Liability

  1. Should there be any defect for which we are responsible we are entitled to decide between rectification and replacement at our own discretion.  A precondition in such an event is that the defect is not immaterial.  In the event of rectification we undertake to bear the costs of transportation, labour and materials provided these are not increased due to the fact that the goods supplied have not been moved to a location other than the place of performance.

    Should one of or both forms of remedy prove impossible or disproportionate we are entitled to refuse it.

    We may refuse to effect a remedy for as long as the Purchaser fails to meet his payment obligations towards us to an extent equating to the fault-free portion of the goods or services.     

  2. Should rectification or replacement fail to be made within an appropriate period - with due consideration of our supply options - or if rectification and and/or replacement should fail the Purchaser may demand a reduction of remuneration (abatement) or withdraw from the Contract.

  3. The Purchaser's rights in the event of defect assume that the latter has met his obligation under § 377 HGB [Civil Code] to inspect and submit complaints upon receipt of the goods in a timely manner.  

  4. If nothing to the contrary emerges under Section 6 below further claims on the part of the Purchaser, irrespective of legal grounds (in particular claims arising from infringement of main and ancillary contractual obligations, reimbursement of expenses with the exception of those defined in § 439 II BGB, impermissible act and any other tortious liability) are excluded; this applies in particular to damage not occurring to the item supplied itself including compensation claims for lost profit; also included are claims which do not result from the faulty nature of the purchased item.

  5. The above provisions also apply in the case of delivery of another item or a lesser quantity.

  6. The liability disclaimer provision under Section 4 shall not apply if any exclusion or restriction of liability agreed for injury to life, physical injury or damage to health is due to intentional or negligent dereliction of duty on the part of the user or intentional or negligent dereliction of duty on the part of any legal representative or vicarious agent of the user; nor shall it apply if any exclusion or limitation of liability is agreed for other forms of damage caused by any intentional or grossly negligent dereliction of duty on the part of any legal representative or vicarious agent of the user.

    If we culpably infringe any essential contractual obligation or any "cardinal" obligation liability shall not be excluded but shall be limited to typical foreseeable contractual damage; in other respects it is excluded under Section 4.

    The liability disclaimer additionally does not apply in those cases where under product liability legislation in the event of defects in the goods supplied there is liability in the case of personal injury or damage to property relating to privately used items.

    Nor does it apply in the case of assumption of a guarantee and assurance of a characteristic feature if a defect covered thereby activates our liability.

    In the event of reimbursement of expenses the above shall apply accordingly.

  7. No guarantee is assumed in the event of damage attributable to inappropriate use, faulty assembly by the Purchaser or third parties, natural wear and tear, incorrect or negligent treatment, improper modifications carried out without our prior consent or servicing work by the Purchaser or third parties.

  8. Claims for remedy, damages and replacement use shall be time-barred one year from the date of purchase of the item concerned.

    This does not apply to any item used in accordance with its customary purpose for a building and has caused faultiness in the latter in which case time-barring is after 5 years.

    Claims for abatement of price and exercise of any right of withdrawal are excluded if the claim for remedy is time-barred.

    In the event of operation of Sentence 3 however the Purchaser may only refuse payment of the purchase price to the extent that he would be entitled to do so as a consequence of withdrawal or abatement; in the event of withdrawal exclusion and subsequent payment refusal we are entitled to withdraw from the Contract.

  9. Claims arising from manufacturer redress remain unaffected by this Section.

IX. Liability for Collateral Obligations

If through any fault on our part the item supplied cannot be used as stated under the terms of the Contract or if damage occurs as a consequence of omitted or faulty implementation of suggestions and consultations prior to and subsequent to conclusion of the Contract including other contractual collateral obligations to the exclusion of further claims on the part of the Purchaser   the provisions of Clauses VIII and X shall apply accordingly.

X. Withdrawal by the Purchaser and other Liabilities on our part

  1. The following provisions shall apply in the event of infringements over and above liability for defect and shall neither exclude nor limit statutory right of withdrawal.

    Similarly, lawful or contractual claims due to us shall be neither excluded nor limited.

  2. The Purchaser may withdraw from the Contract if the overall performance is definitively impractical, the same applying to incapacity.

    The Purchaser may also withdraw from the entire Contract if in the event of an order for similar items implementation of part of the supply is impossible in terms of numerical quantity due to our representation obligation and if he has no interest in partial supply; if this is not the case the Purchaser may abate the consideration accordingly; the right of withdrawal shall not apply in the case of immaterial infringement of obligation.

  3. Should there be any delay in performance and provided the Purchaser grants us an appropriate period to complete performance following justification of the delay and should the said period fail to be observed the Purchaser shall be entitled to withdraw.  In the event of partial delay in performance Section 1 Sentence 2 shall apply accordingly.

    If prior to delivery the Purchaser requires in any aspect alternative execution of the item supplied the delivery period shall be interrupted until the date of agreement regarding execution and if necessary extended by the time necessary for alternative execution.

  4. Withdrawal shall be excluded if the Purchaser is solely or to a large extent predominantly responsible for the circumstance entitling him to withdrawal or if the circumstance for which we are responsible occurs at the point in time of default in acceptance on the part of the Purchaser.

    In the event of impracticality we retain in the above cases our claim to consideration as defined in § 326 Section 2 BGB [Civil Code].

  5. Further claims on the part of the Purchaser, irrespective of legal grounds (in particular claims arising from default at the point of conclusion of the Contract, infringement of main and ancillary contractual obligations, reimbursement of expenses, impermissible act and any other tortious liability) are excluded; this applies in particular to damage not occurring to the item supplied itself including compensation claims for lost profit; also included are claims which do not result from the faulty nature of the purchased item.

    This shall not apply if the cause of damage is due to intent or gross negligence on our part, our legal representatives or vicarious agents.  Nor shall this apply if the damage arises from culpable injury to life, physical injury or damage to health.

    To a similarly lesser degree liability in the event of assumption of a guarantee is excluded if an obligation infringement covered thereby activates our liability.

    If we culpably infringe any essential contractual obligation or any "cardinal" obligation liability shall not be excluded but shall be limited to typical foreseeable contractual damage.

XI. Place of Performance and Jurisdiction

  1. Place of performance of both parts arising from all legal relationships is 73525 Schwäbisch Gmünd.

  2. In respect of the legal relationship between the Purchaser and us the laws of the Federal Republic of German apply.  UN Sale of Goods legislation (CISG) is expressly excluded.

  3. Legal venue for all disputes arising form the contractual relationship is Schwäbisch Gmünd.  We are also entitled to file an action at the domicile of the Purchaser.

General Purchasing Terms and Conditions

 

Effective: February 2022

 

1 General – Applicability

  1. Our General Purchasing Terms and Conditions apply exclusively. We do not recognise any supplier terms and conditions that conflict with or deviate from our Purchasing Terms and Conditions unless we have expressly consented to their validity in writing. Our Purchasing Terms and Conditions will apply even if we accept the supplier's delivery without reservations, knowing our supplier's conflicting or deviating terms and conditions. They will also apply to all future commercial transactions even if they are not expressly agreed upon again.

  2. This contract contains all written agreements between our suppliers and us to execute this contract.

  3. Our Purchasing Terms and Conditions only apply to businesses.

 

2 Contract conclusion

  1. The supplier shall accept our order within two weeks. We will be entitled to cancel the order if this period expires.

  2. Orders, contracts, delivery call-offs and any amendments or supplements must be in writing. Verbal agreements of any kind, including subsequent amendments and supplements to our Purchasing Terms and Conditions, must be confirmed in writing by us before they are effective.

  3. We retain ownership of and copyright over illustrations, drawings, calculations and other documents (including samples, models and data). These may not be made available to third parties without our express written consent. They are only to be used for production in accordance with our order. They must be returned to us without being requested after completing the order. The documents mentioned above and any knowledge obtained by the supplier through us must be kept secret from third parties. This confidentiality obligation will commence upon receipt of the documents or knowledge and lapse 36 months after the business relationship ends.

 

3 Prices – payment terms

  1. The purchase order price is binding. Unless otherwise specified in writing, the price includes "carriage paid" delivery and packaging. The return of empties and packaging material, unless disposable packaging, will be freight collect at the supplier's expense.

  2. All prices exclude applicable statutory value added tax.

  3. We can only process invoices if we receive them separately from the goods delivery and where, as indicated on our purchase order, they quote the relevant purchase order number. The supplier is responsible for all consequences arising from non-compliance with this obligation unless it can prove that said non-compliance was not its fault.

  4. Unless otherwise agreed in writing, we shall pay the purchase price within 15 days after delivery and receipt of the proper invoice with a 3% early payment discount or within 30 days net. Payment will be made subject to invoice verification.

  5. The supplier may only offset undisputed or legally established claims or claims that have reached a stage appropriate for judicial adjudication. The same shall apply to the supplier's right of retention or to refuse performance.

  6. The supplier may not assign any claims arising from the contractual relationship to third parties without our prior written consent.

 

4 Delivery / Delivery time

  1. The supplier shall perform the service itself. The supplier may only subcontract with our express written consent.

  2. The deliveries must match the purchase order’s quality, quantity and schedule.

  3. We may request changes to the design, delivery and delivery time for orders that have not yet been fulfilled if we have a justifiable interest in doing so and if the change is technically feasible and reasonable for the supplier. The supplier must implement such changes immediately. The effects must be mutually agreed upon, particularly regarding increased or reduced costs and delivery dates.

  4. Delivery dates agreed upon are binding. The supplier shall ensure that it can deliver on time. Partial deliveries are never allowed unless we have expressly consented to them or they are reasonable for us.

  5. In the event of late delivery, we will be entitled to a contractual penalty of 0.3% of the net order value for each delivery per full working day, up to a maximum of 5% of the net order value. We are entitled to reserve the right to apply the contractual penalty until the goods in question have been paid for. This does not affect our statutory rights. In particular, where we grant a grace period that is ignored, we will be entitled to claim compensation for the delay in addition to performance, compensation for non- performance in lieu of performance, or withdraw from the contract. If we file a claim for damages, the supplier will be entitled to prove that the breach of obligations was not its fault.

  6. The supplier shall bear additional freight costs for express and urgent consignments due to non-compliance with the agreed delivery period.

  7. If the supplier anticipates difficulties with production, raw material supply, meeting the delivery date or similar circumstances that may prevent it from delivering on time or with the agreed quality, the supplier shall notify our ordering department without delay.

 

5 Transfer of risk - Document

  1. Unless otherwise agreed in writing, delivery will be "carriage paid", and the risk will pass to us once the delivery has been duly handed over and accepted.

  2. The supplier shall quote our exact purchase order number on all shipping documents and delivery notes. We will not be held liable for any processing delays caused by failure to do so.

 

6 Quality

  1. The supplier warrants that its goods and services have the features, quality and condition attributes stated in the order and match the agreed specifications, drawings, samples and other descriptions.

  2. The supplier shall conduct a quality inspection relevant to the type and scope using state-of-the-art methods.

  3. If initial or approval samples are requested, the supplier may only commence series production upon our express written acceptance.

  4. We expect the supplier to consistently ensure that the quality of the products delivered to us is state-of-the-art and inform us of any improvements and technical modifications. However, changes to the delivery item require our prior written consent in all cases.

  5. The supplier guarantees and warrants compliance with all Federal Republic of Germany statutory safety and environmental regulations. It shall promptly notify us of any relevant changes to the goods, the ability to deliver them, their usability or quality due to statutory regulations, particularly due to the REACH Regulation, and shall agree upon suitable measures with us in each instance. The same shall apply as soon as the Supplier becomes aware that such changes will occur.

 

7 Defect inspections – Liability for defects

  1. We must inspect the goods for any anomalies in quality and quantity within a reasonable period. The notice of defect will be deemed timely if it is submitted within five working days of receipt of the goods or, in the case of hidden defects, from discovery thereof, with dispatch of the notice within that time deemed sufficient to meet the deadline.

  2. We will be entitled to full statutory claims for defects. We will be entitled to require the supplier, at our discretion, to either rectify the defect or deliver a replacement item. The right to claim damages, particularly damages instead of performance, is expressly reserved. Claims for defects must be fulfilled where the delivered goods are located in each case.

  3. If the supplier does not start to correct the problem in accordance with our request, we will be entitled to remedy the defect ourselves or to have it rectified by a third party at the supplier's expense after setting a reasonable short deadline if there is imminent danger or a particular need for urgency.

  4. The limitation period is 36 months from delivery of the goods forming the subject of the contract (transfer of risk). Any more extended statutory limitation periods shall take precedence. The limitation period will also be suspended if we notify the supplier of a defect. In this case, the suspension will end when the defect is rectified in full or if the supplier refuses subsequent performance. The limitation period will commence three months after the end of the suspension at the earliest.

  5. The warranty period for replacement deliveries will begin as new, except where the supplier has only delivered a new product as a gesture of goodwill, to maintain the contractual relationship or to avoid a dispute.

 

8 Product liability – Indemnification – Liability insurance

  1. Where the supplier is responsible for product/product liability damage, it shall indemnify us against any claims for damages made by third parties, upon our first request, if the cause was within its sphere of control and organisation and if the supplier is itself liable to third parties.

  2. In accordance with Sections 683 and 670 of the German Civil Code (BGB) and Sections 830, 840 and 426 BGB, the supplier shall also reimburse any expenses incurred as a result of or in connection with any recall campaign performed by us as part of its liability for damage or loss pursuant to para. 1. We will inform the supplier about the content and scope of the recall measures to be carried out, where possible and reasonable, and allow it to state its position. Other statutory claims will remain unaffected.

  3. The supplier undertakes to take out business liability insurance, including extended product liability, with a sum insured of EUR 5 million per instance of personal injury/property damage, inclusive, and provide us with evidence of the same upon request. This obligation in no way limits the supplier's liability.

 

9 Right to withdraw

 

 

 

 

  1. In addition to our statutory withdrawal rights, we will be entitled to withdraw from the contract in the event of a significant deterioration in the supplier's financial circumstances or risk of the same, and where the supplier’s ability to meet a delivery obligation to us is jeopardised as a result.

  2. We will also be entitled to withdraw from the contract if 

    • the supplier becomes insolvent,

    • the supplier stops making payments,

    • the supplier is threatened with insolvency under Section 18 of the German Insolvency Code (InsO) or where it becomes clear that the supplier has excessive debts,

    • the supplier files for insolvency or similar debt settlement proceedings against the supplier's assets or business, or

    • insolvency proceedings are initiated in respect of the supplier's assets or are rejected due to lack of assets.

  3. If we withdraw from the contract based on the aforementioned contractual withdrawal rights, the supplier shall compensate us for the resulting damages, except where the situation that gave rise to the rights of withdrawal is not attributable to it.

 

10 Force majeure

Force majeure, such as operational disruptions through no fault of our own, riots, official measures, pandemics and other unavoidable events, will exempt us from our obligation to accept ordered goods or services in good time for the duration of the incident. Both parties must promptly exchange all necessary and reasonable information and, in good faith, adjust their obligations temporarily to reflect the changed circumstances, particularly the potentially different market requirements. If the force majeure lasts for more than four weeks, we will be entitled, without prejudice to our other rights, to withdraw from the contract in whole or in part if it is not possible, reasonable or suitable to alter our mutual obligations to eliminate the disruption.

 

§ 11 Property rights

  1. The Supplier warrants that no third-party rights within the Federal Republic of Germany and the EU have been infringed in connection with its delivery.

  2. If a third party makes a claim against us on the grounds of an infringement of property rights, the supplier shall indemnify us upon our first written request. We may not enter into any agreements with the third party without the supplier's consent, especially to conclude a settlement.

  3. The supplier's indemnification obligation will include all expenses we may incur due to or in connection with the third-party claim.

  4. The supplier's indemnification obligation referred to above will not apply if the supplier manufactured the delivered goods in accordance with drawings, models or other equivalent descriptions or information provided by us and does not know or, in the case of the products developed by it, does not need to know that industrial property rights are being infringed in the process.

  5. The limitation period for these indemnification claims will be three years from the date we become aware of the third-party claim.

  6. The supplier shall notify us about the use of published and unpublished proprietary and licensed property rights and applications for property rights over the goods without being prompted to do so.

 

12 Final Provisions

  1. Our registered office will be the place of fulfilment and exclusive place of jurisdiction for deliveries and payments (including cheques) and all disputes that may arise between the parties under the contracts concluded between them. However, we will also be entitled to bring legal action against the supplier in the jurisdiction in which it has its registered office.

  2. The law of the Federal Republic of Germany will apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG of 11/04/1980).

  3. If any provision of these General Purchasing Terms and Conditions is or becomes invalid or unenforceable, this will not affect the validity of the remaining General Purchasing Terms and Conditions.

  4. We, and our employees, legal representatives and vicarious agents, will not be held liable for any damage to the supplier. This liability disclaimer will not apply where a material contractual obligation has been breached. However, we will only be liable for the foreseeable damage typical of the contract in this scenario. The liability disclaimer will also not apply to damage resulting from injury to life, limb or health due to a wilful or negligent breach of obligation and other damage caused by a wilful or grossly negligent breach of obligation.

  5. Where the written form is provided for or required in these Purchasing Terms and Conditions, text form (Section 126 b BGB) shall suffice to comply with this written form requirement.