§ 1 General
The following conditions are part of all contracts concluded between us and a supplier. General terms and conditions of the supplier do not apply, even if no explicit objection is made. Acceptance of contractual items does not constitute agreement with the supplier's general terms and conditions.
§ 2 Order and Order Confirmation
(1) Only written orders are binding. Order standards and drawings including tolerance specifications are binding. The supplier must be informed about the type and scope of the service. In case of obvious errors, there is no binding obligation. The supplier is obliged to inform us about such errors.
(2) Orders are only binding if they are confirmed in writing by the supplier within 14 days of receipt.
(3) Deviations in quantity and quality from the text and content of our order are only considered agreed upon if we have explicitly confirmed them in writing.
(4) Drawings, tools, samples, models and finished products remain our property and may only be delivered to third parties with our explicit written permission.
§ 3 Delivery and Performance
(1) The agreed delivery periods and delivery dates are binding. The goods must have arrived at the specified receiving point within the deadline. The supplier is in default if the agreed delivery date has not been met. The supplier must compensate for default damages. After unsuccessful deadline setting, the company may withdraw from the contract or claim damages. If delays are expected, the supplier must notify us immediately.
(2) Partial deliveries are generally not permitted unless we have explicitly agreed to them.
(3) We are not obliged to accept delivery before the delivery date.
(4) In case of impossibility of delivery, damages or warranty claims may be asserted.
§ 4 Shipping
(1) Shipping regulations must be observed. Any costs arising from non-compliance with our shipping regulations shall be borne by the supplier.
(2) Road transports are accepted at our facility only Monday to Thursday from 8:00 AM to 11:30 AM and from 1:00 PM to 3:30 PM. No goods are accepted on Fridays.
(3) Delivery is at the supplier's expense, free of charges to our specified receiving point. If freight is assumed by the company, the prescribed mode of transport must be chosen.
(4) Risk only transfers to us upon acceptance at our receiving point.
(5) Packaging is included in the price. The supplier must choose the specified packaging and ensure protection against damage.
§ 5 Quality, Acceptance and Defect Notification
(1) The supplier must comply with technical data, accident prevention and VDE regulations as well as applicable provisions.
(2) The supplier must carry out quality inspection appropriate in type and scope to ensure the quality of deliveries.
(3) Values determined during our incoming goods inspection and quality check are authoritative for dimensions, quantities and quality.
(4) The supplier waives the objection of late defect notification and unconditional acceptance.
§ 6 Prices and Payment
(1) The agreed prices include packaging, freight and other expenses.
(2) For prices based on weight, the net weight determined at our facility applies.
(3) We pay by machine from the date stamp of invoice receipt within 14 days with 2% discount on the gross invoice value or within 30 days net. If goods arrive later, the period begins with the date of receipt. Cash on delivery cannot be accepted.
(4) For advance payment, a bank guarantee may be required.
(5) Claims against us may only be assigned with our written consent.
§ 7 Warranty and Liability
(1) The supplier assumes the obligation that the goods, including presentation and labeling, comply with our specifications.
(2) Defects must be reported to the supplier immediately. In case of delivery of defective goods, the supplier will be given the opportunity for subsequent performance. The company has the right to choose between repair and replacement delivery. Reduction or withdrawal is possible after a reasonable deadline. In urgent cases, we are entitled, after notifying the supplier, to carry out the repair ourselves. The supplier must reimburse all expenses incurred and is liable for damages in case of breach of duty.
(3) The warranty period is generally two years from acceptance of the delivered items. It is extended accordingly in the case of longer customer guarantees.
(4) In case of defects in title, the supplier shall indemnify us from any existing third-party claims.
(5) For parts repaired or replaced within the warranty period, the limitation period starts anew.
(6) If costs arise for us as a result of defective delivery, the supplier must reimburse them.
(7) If a defect appears within six months of the transfer of risk, it is presumed to have existed at the time of risk transfer.
(8) In case of product liability or similar claims, the supplier must compensate for any damage incurred by us.
§ 8 Intellectual Property Rights
The supplier is liable for ensuring that their delivery and its use by us does not infringe any patents or other intellectual property rights of third parties. The supplier indemnifies the company and its customers. This does not apply if the supplier works according to specified drawings and has no knowledge of rights infringement.
§ 9 Force Majeure
War, civil war, export restrictions or trade restrictions, strikes, lockouts, operational disruptions are considered force majeure. These release from the obligation of timely acceptance. Contracting parties must notify each other and adjust obligations.
§ 10 Supplier Declarations
(1) Supplier declarations according to Regulation (EC) 1207/01 are an essential component. Changes in origin characteristics must be communicated with the order confirmation.
(2) In case of insufficient or incorrect declarations, the supplier must provide error-free, complete and customs-confirmed information sheets INF4 immediately upon request.
(3) In case of additional charges by customs authorities, the supplier is liable if the error is based on incorrect origin information.
§ 11 Storage/Ownership
Supplied material remains our property. It must be stored separately and may only be used for the company. The supplier is liable for depreciation or loss even without fault. Manufactured items are proportionally property of the company.
§ 12 Trade Secrets
The supplier is obliged to treat our orders and all related commercial and technical details as trade secrets.
§ 13 Final Provisions
(1) Verbal side agreements require written form to be effective.
(2) The transfer of rights and obligations of the supplier requires our written consent to be effective.
(3) If any provision is void, other provisions remain unaffected.
(4) The place of performance is the delivery or execution location specified by us. For payments, this is Baltmannsweiler.
(5) In case of disputes, action must be filed at the Amtsgericht Esslingen or the Landgericht Stuttgart.
(6) German law applies exclusively, excluding the laws on the international sale of movable goods.