Purchase Order Terms and Conditions
1. Order Execution
1.1 Unless otherwise agreed upon in writing, the following Purchase Order Terms and Conditions shall govern any goods and/or services covered by our purchase order ("Order"), unless agreed otherwise in writing. Any terms and conditions proposed by vendors and/or suppliers ("Vendor") shall not become a part of this agreement and are hereby expressly rejected. They will not be accepted, even if we do not expressly reject them.
1.2 All agreements and amendments must be in writing. Our staff is not authorized to amend contracts or execute collateral agreements, which shall be legally binding only upon written confirmation issued by us.
1.3 Vendor shall confirm each Order by signing and dating it to make it legally binding. If such confirmation is not received within three (3) weeks of order placement, we shall no longer be bound by the Order.
1.4 Any drawings or documents attached to such confirmation shall become an integral and legally binding part of the Order.
1.5 All correspondence, invoices, and shipping documents shall be dated and include the Order number.
1.6 Our Purchase Order Terms and Conditions shall apply only to transactions with businesses and public service institutions pursuant to §310, par. 1 of BGB (German Civil Code).
2.1 Prices specified in our Order shall be legally binding.
2.2 Prices specified in our Order are fixed and subject to VAT.
3. Delivery Schedule
The time of delivery specified in our Order shall be legally binding. An agreed upon time of delivery commences on the day the Order is placed. Upon becoming aware of a potential delay in delivering a part of or the entire Order in a timely manner, Vendor shall notify us immediately by stating the grounds for and anticipated duration of the delay, regardless of the cause for such delay.
In the event of a delay, we are entitled to any remedies available at law. This shall include but is not limited to compensation for damages in lieu of performance or the reimbursement of expenses following fruitless expiry of an appropriate time-limit.
4.1 The place of performance for the Order shall be our head office or another location specified by us.
4.2 Delivery shall be freight prepaid at the risk of Vendor. The freight shall be prepaid by Vendor. We shall not advance freight charges.
4.3 Vendor shall carry transportation insurance, and shall be liable for any damage to the goods that results from improper packaging or non-compliance with shipping instructions.
4.4 Vendor shall be responsible for ensuring that all shipments that are subject to an obligation to label are labeled as required and that such information is included in the confirmation of the Order and shipping documents.
4.5 A delivery note shall come with each delivery. Such delivery note shall be marked with the Order number, Order date, and article number to facilitate control by our receiving department. An invoice is not acceptable as delivery note. Vendor shall be responsible for any consequences of non-compliance with these requirements, unless Vendor can prove that they are not responsible for the non-compliance.
4.6 Partial shipments are not permissible, unless otherwise agreed upon. In any event, any partial shipment made shall not be deemed to be a separate commercial transaction.
5. Warranty, Damage Claims, Reimbursement of Expenses
5.1 For a period of at least thirty-six (36) months following delivery, we shall be entitled to claim redelivery, repairs, damages, or reimbursement of expenses incurred that arise as a result of material defects, a defect of title, the delivery of goods/services not ordered, or a shortage in the order quantity. The foregoing does not apply in case of longer limitation periods for claims applicable according to statutory law or as agreed upon between us and Vendor.
5.2 Especially the non-compliance with specified performance and consumption parameters as well as deficiencies in parts that were originally purchased by Vendor from its contractors shall constitute a defect hereunder. Vendor warrants that the goods and/or services provided comply with generally accepted standards of good practice, occupational health and safety regulations, and the professional trade association's accident prevention guidelines that are mandatory for us.
5.3 In the event of a defective delivery, we may, at our discretion, request either a remedy of the defect within an appropriate time-limit or a flawless replacement within a reasonable time-limit. We may exercise our right to a reduction of the price or a return for a full refund, both, upon fruitless expiry of the aforementioned appropriate time-limit, unless Vendor is not responsible for the defect. Vendor shall compensate us for damages and expenses incurred to the extent permitted by law. In case Vendor fails to remedy the defect or fails to deliver a flawless replacement, we may repair the defect ourselves or have this done through a third party at the expense of Vendor.
5.4 For any replacement or remedy of defects, Vendor shall be liable to the same extent as for the original delivery.
5.5 If an Order is accepted without notifying vendor of a defect, the Order shall, nevertheless, be covered by Vendor's warranty obligations, unless the defect involved was visible and a claim is not filed within an appropriate time-limit.
5.6 If we claim damages in lieu of performance, we shall forfeit our right to request delivery of the Order only after such claim has been fulfilled.
Vendor shall indemnify and hold us harmless from and against any product liability claims that may arise as a consequence of a deficient delivery.
Vendor shall package the goods properly and include complete documentation required under existing regulations.
8. Invoicing and Payment
8.1 Invoices for each Order shall be sent to us by post in duplicate, specifying the Order number, Order date, and article number, with the duplicate clearly marked as such. The payment period shall commence upon receipt of the invoice, the ordered goods, or the documentation that is a part of the Order, whichever occurs last. Fees that are backed by drawings, time-cards etc. are subject to our verification.
8.2 Vendor shall not assign the purchase price claim without our prior consent, which shall not be unreasonably withheld. In case we legitimately object to a delivery because of a defect, we shall be entitled to withhold payment, notwithstanding our rights to offsets and withholding as permitted by law.
8.3 Unless otherwise agreed upon, we shall settle the invoice by bank transfer or a deposit only check, at our discretion, within fourteen (14) days at an early payment discount of 3%, or in full within thirty (30) days.
8.4 Laupheim shall be the place of performance for payments.
9. Third Party Rights
Vendor warrants that no patents, copyrights, or other third party rights shall be infringed by the delivery or its lawful use and operation.
Vendor shall indemnify and hold us harmless from and against any claims for infringement of such protective rights by Vendor or for breach of third party rights by Vendor.
Vendor shall exercise such indemnity upon the first written demand made by us, and shall notify us of the existence of any ancillary rights that may represent a problem for the intended purpose of the contract.
10. Order Documents
10.1 Vendor shall provide, at no cost, in time, and without solicitation, all relevant drawings and documents, especially those we require for the installation, operation, maintenance, and repairs of the Order.
10.2 Upon request, Vendor shall hand over, free of charge, for our exclusive future use, any information, drawings, drafts, films, originals, analysis methods, guidelines, or other documents given to Vendor for manufacturing and/or testing the goods to be supplied. Vendor shall not exploit or copy such material for any other purpose or release it to a third party.
10.3 The provisions of article 10.2 shall also apply to any of the items listed in article 10.2 that Vendor prepares according to our instructions or those in our Order, or that we may have acquired. We shall have the exclusive right of use to any such works protected by copyrights.
10.4 Vendor shall treat the Order and related work as business secrets and keep such confidential, and shall be liable for any damages we may incur through breach of this obligation.
Jurisdiction for any disputes that arise from or in connection with our Order shall be exclusively at our place of business indicated in the Order. The Laws of Germany shall exclusively govern our relationship with the Vendor, under exclusion of the UN Convention on Contracts for the International Sale of Goods.
If any of the terms herein are declared void or unenforceable, the remaining provisions shall continue in full force.