I. Order
The prices stated in our order are fixed prices. The contractor is bound by its price quotations. We receive an order confirmation for every order without delay.
Deviations from our order and from the documents submitted, or changes to the nature, quality or performance of the goods or services to be supplied compared with the version previously supplied or agreed, require our prior written consent.
We may change technical details up to four weeks before the delivery date is reached. If samples are made available to us, series production or delivery may only begin after express written approval.
Passing the order or part of the order on to third parties (sub-suppliers) requires our prior consent, unless this concerns minor ancillary work. The contractor is also responsible for third parties commissioned by it where our consent to the transfer has been obtained.
We may withdraw from the order up to four weeks before the delivery date is reached if the contractor's economic or operational circumstances change in a manner that is unreasonable for us, unless the contractor proves the contrary to our satisfaction.
II. Order documents
Orders and all associated details are to be treated as trade secrets. The contractual cooperation with us may not be used for advertising purposes.
Sketches, drawings, information and all intellectual and material property made available to the contractor by us, or produced by the contractor according to our specifications, must be treated confidentially and may not be used for any purpose other than the agreed one without our consent; in particular, it may not be disclosed to any third party. On request, and upon completion of the order, all documents made available by us must be returned without delay.
III. Delivery
The delivery and performance dates stated in our orders are binding and must be strictly observed. The contractor must notify us in writing without delay of any foreseeable delays in performance. However, such notification does not release the contractor from any claims for damages to which we may be entitled.
In the event of non-performance we are entitled to claim 20 % of the total gross order value as damages, and in the event of late performance 0.5 % of the total gross order value per commenced calendar week, but no more than 20 % in total. The above provision does not preclude proof of further damages, which are then to be reimbursed by the contractor. Likewise, the contractor may provide evidence that no damage, or substantially lower damage than the lump sum claimed, has occurred.
The risk of accidental loss and accidental deterioration passes to us only once the receiving point stated in the order has obtained actual control over the delivered items.
The contractor shall keep spare parts available for the duration of the normal use of the goods supplied and will supply them to us on standard market terms if required.
All deliveries are always made free domicile including packaging. Partial deliveries are permitted only with our prior written consent. The contractor is obliged to state our order number on all shipping documents and delivery notes; if it fails to do so, we are not responsible for delays in processing.
IV. Payment
Payment is made in euros within 14 days of receipt of the invoice with a 3 % early payment discount, or within 60 days net. If delivery takes place after receipt of the invoice, the date of delivery is decisive for the above method of payment.
All payments are made subject to the correctness of the delivery and the invoice.
The contractor may assign claims arising from the business relationship to third parties only with our written consent.
Offsetting with claims by the contractor is not permitted unless those claims are undisputed or have been established with final legal effect.
V. Inspection for defects and liability for defects
We are only obliged to inspect the goods within a reasonable period for obvious defects, for a quantity matching the order and for the correct type of goods. The notice of defects is timely if it reaches the contractor within eight working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.
In the event of defective performance or delivery, and in the event of any other breach of obligations arising from the contractual relationship, we are entitled to all statutory rights and claims without restriction.
Where operational safety is endangered and/or in order to avoid unusually high damage to us or to third parties, we are entitled to remedy defects and repair damage, or to make cover purchases, at the contractor's expense even without prior consultation.
The contractor indemnifies us against all third-party claims – in particular those arising from product liability – that result from defects in the partial services it has provided in relation to our product (in particular the supply of raw materials), from defects of title or from other breaches of obligation arising from the contractual relationship for which it is responsible.
VI. Place of performance, place of jurisdiction and final provisions
The place of performance for all deliveries and services is the receiving point specified by us or, where no such point is specified, our head office.
The place of jurisdiction is Magstadt, insofar as the contractor is a merchant, a legal entity under public law or a special fund under public law.
All legal relationships between us and the contractor are governed by the law of the Federal Republic of Germany, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Should any part of the contract or of these purchasing conditions be invalid, the validity of the contract or of these conditions remains unaffected.