Terms of Purchase

(1) Our order is subject to the exclusive application of our general terms and conditions of purchase. These terms and conditions of purchase shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

(2) These terms and conditions of purchase shall also govern all future transactions between the parties and shall also apply if we except delivery despite our knowledge of differing or contrary terms.

(3) These terms and conditions of purchase shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of sec. 310 I BGB (German Civil Code).

The Supplier shall accept this offer within a reasonable time not exceeding two weeks.

(1) All delivery dates stated in the order or otherwise agreed upon are binding. Premature or delayed delivery are not permissible. In case of premature delivery we are entitled to deduct the damages resulting therefrom from the purchase price. Supplier shall bear the procurement risk, unless otherwise agreed.

(2) The Supplier shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay.

(3) If agreed delivery times are not observed, we can demand for each complete week by which the deadline is overrun an amount of 0,5 %, but a maximum of 5 % of the total order value as a lump sum. In addition, we shall be entitled to claim statutory rights. Acceptance of the delayed delivery or service shall not constitute any waiver of compensation.

(4) The risk of loss or damage to the goods passes to us upon delivery at the agreed place of delivery.

(1) The Supplier shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. In cases of fault-based liability this only applies if the supplier is to be held responsible. If and to the extent that the cause of damage is the suppliers’ responsibility, the supplier shall carry the burden of proof. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.

(2) The Supplier shall, at all times during the term of this contract, maintain product liability insurance with an adequate minimum insurance amount of 1.000.000 € for each single occurrence of personal and property damage. Further damages shall remain unaffected.

We reserve all rights to offset or retain payment provided by applicable law.

(1) We reserve all rights and remedies for non-conformity provided by applicable law. We are especially entitled, upon our election, to claim remedy of defects, delivery of conforming goods, and damages. We do not accept any exclusion of liability in the Supplier’s terms and conditions as regards claims for consequential or indirect damages caused by slight negligence and gross negligence of, inter alia, vicarious agents.

(2) In case of imminent danger we are entitled, after giving notice to the Supplier, to remedy the defects on the Supplier's cost.

(3) Warranty claims shall be time-barred after 24 months of the passage of risk.

(1) The Supplier undertakes to warrant permanent quality assurance for its goods by means of installation of an adequate quality assurance system, e.g. DIN EN ISO 9001 ff or similar or otherwise suitable during and after production of its deliverables. The Supplier shall create documentation on these tests and checks.

(2) Without being requested to do so, the Supplier shall immediately inform us of changes in

• Material composition,
• Product designation,
• Test methods/equipment,
• Relocation of production sites,
• Storage conditions prescribed,
• Safety-relevant changes in the material safety data sheet,

provided that we are affected by the change.

If the Supplier fails to do so, it shall be liable for damages resulting from the failure. The changes shall require the written consent of us.

The Supplier warrants a proper packaging to safeguard that the products arrive at our site in sound condition. Supplier undertakes to ship the goods it has produced or processed only in packaging in compliance with the latest version of official packaging regulations. In addition the supplier agrees to take it back after use at no charge and to reuse or recycle it.

(1) The Supplier warrants that the goods are free from rights of third parties and that delivery of the goods does not violate any rights of third parties. The Supplier shall indemnify us, upon first demand, from any claims of third parties in this regard.

(2) Claims based on defect in title shall be time-barred pursuant to § 7 (3) above.

We will check incoming deliveries for their correct quantity, damage in transit and obvious defects within two weeks. An investigation after the two weeks have elapsed shall comply with § 377 I HGB, if the delay was caused by operative reasons beyond our control. We will immediately give notice of concealed defects after detection.

The Supplier undertakes to keep strictly confidential any and all images, drawings, calculations and other documents and information received from us related to an order. They shall not be disclosed to any third party without or express consent. The supplier shall either return the documents to us upon request or destroy them. This obligation of confidentiality shall survive the completion of the activities contemplated by this agreement; it shall notify us immediately of any incident whatsoever; claims for damages shall not be affected if he fails to do so by negligence.

Supplier shall be responsible for the proper declaration of goods compliant with the applicable directives and regulations of Germany and the EU in case the suppliers’ head office is located abroad or the goods are imported by Supplier. Supplier shall declare the goods conform to VO EG Nr. 1207/2001, amended by VO EG Nr. 1617/2006. Also, a long term suppliers declaration valid for maximum one year is permissible. If Supplier disregards this duty to declare, it shall be responsible for costs arising therefrom.

Any models and tools which are produced by the Supplier at our expense shall become our property upon payment for them. A loan agreement shall substitute the disposal. The tooling equipment shall be treated with care by the Supplier, indicated as our property and – where possible – stored separately from the other products of the Supplier, as well as insured at the expense of the Supplier against disasters such as fire, water, theft, loss and other damage. Resale of the parts produced using these models and tools shall not be permitted without our express written approval.

We are entitled to visit the Supplier’s site to inspect the tooling equipment, the Supplier shall grant access to the site for this purpose.

The assignment of claims – excluding monetary claims – without our express written approval shall be excluded. Assignments as regards prolonged retention of title shall be authorized, provided that the underlying claim is undisputed.

Each party can invoke force majeure only after immediate notice to the other party of occurrence and the duration of it.

(1) This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).

(2) Exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich.