§ 1 General - Scope
(1) Solely our terms and conditions of purchase shall apply; other terms and conditions of the supplier that deviate from our terms and conditions will not be accepted unless we have given our explicit consent in written form regarding their applicability. Our terms and conditions of purchase shall also apply if we accept the supplier’s delivery without reservation in knowledge of contrary or deviant terms and conditions of the supplier.
(2) All agreements reached between ourselves and the supplier for the purpose of executing this contract must be set out in writing in this contract.
(3) Our terms and conditions of purchase shall only apply vis-à-vis entrepreneurs pursuant to § 310 I BGB (German Civil Code).
(4) Our terms and conditions of purchase shall also apply for any future business with the supplier.
§ 2 Offer, Offer Documents
(1) The supplier shall be obliged to accept our order within a period of two weeks.
(2) We shall retain the right of property and copyright on images, drawings, calculations and other documents; they may not be made accessible to third parties without our explicit consent in writing. They are to be used exclusively for production on the basis of our order; they must be returned to us after completion of the order without us having to request this. They must be concealed from third parties; to this extent, the provision of § 9 paragraph 4 applies.
§ 3 Prices, Terms of Payment
(1) The price shown in the order shall be binding. In the absence of any other written agreement, the price shall include delivery to our works, packaging included. Returning the packaging shall be subject to a special agreement.
(2) The legal value added tax is not included in the price.
(3) Invoices can only be processed by us if they contain the order number shown in our order, in accordance with the specifications of the latter; the supplier shall be responsible for any consequences resulting from the non-compliance with this obligation unless he is able to prove that he is not responsible for these consequences.
(4) As far as nothing else has been agreed upon in writing, we shall pay the purchase price with a 3% cash discount within 14 days starting from when the supply and invoice are received, or net within 30 days after invoice receipt.
(5) We shall be entitled to exercise rights of set-off and detention to the legal extent.
§ 4 Delivery Period
(1) The delivery period indicated in the order shall be binding.
(2) The supplier shall be obliged to send us, without delay, a written notification of any circumstances that have arisen or become apparent to him and from which it is evident that the stipulated delivery period cannot be kept.
(3) In the event of delay in delivery we shall be entitled to assert statutory claims. After a reasonable period has passed without success, we shall be entitled in particular to claim damages in lieu of performance and to demand cancellation of the contract. If we claim damages, the supplier shall be entitled to provide evidence to us that he is not responsible for the infringement in question.
§ 5 Transfer of Risk – Documents
(1) If no other agreement has been made in writing, delivery shall be effected carriage paid to our works.
(2) The supplier shall be obliged to make sure that all shipping documents and delivery notes quote our exact order number; if he fails to do so, any delays in processing shall not be our responsibility.
§ 6 Inspection for Defects – Liability for Defects
(1) We shall be obliged, within an appropriate period, to give the goods a visual spot-check for possible deviations in quality and quantity; the complaint shall be deemed on time if it is received by the supplier within a period of 10 working days from the date of receipt of the goods or, in the case of hidden defects, from the date these are discovered.
(2) We shall be entitled to assert statutory defect claims without restriction; in all cases we shall be entitled to ask the supplier to repair the defect or deliver new goods at our discretion. We expressly reserve the right to claim for damages, and in particular to claim for damages in lieu of performance.
(3) We shall be entitled to eliminate defects ourselves and at the supplier’s expense if there is imminent danger or if particularly urgent cases require it.
(4) The statutory period of limitation is 36 months from the day of transfer of risk.
§ 7 Product Liability – Indemnification - Liability Insurance Protection
(1) Insofar as the supplier is responsible for damage to a product, he shall be obliged to indemnify us on first demand from any damage claims of third parties; this shall apply to the extent that the cause is to be found in his area of command and organisation and that he himself is liable to third parties.
(2) Within the scope of his liability for cases of damage in the sense of paragraph 1, the supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB (German Civil Code) as well as pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall campaign of ours. We shall notify the supplier as far as possible and reasonable regarding the content and extent of the recall measures to be performed and shall give him an opportunity to comment. Other statutory claims shall not be affected by this.
(3) The supplier undertakes to take out comprehensive product liability insurance for a sufficient amount of coverage per personal injury / material damage for the duration of the present contract, i.e. to the full extent of the limitation period for defects; any additional claims to which we are entitled shall not be affected.
§ 8 Industrial Property Rights
(1) The supplier guarantees that no third-party rights within the Federal Republic of Germany are violated by or in connection with his delivery.
(2) If claims are asserted against us by a third party due to such infringement, the supplier shall be obliged to indemnify us from these claims on first demand; we shall not be entitled to conclude any agreements with the third party – in particular concerning a settlement - without the consent of the supplier.
(3) The supplier’s duty to indemnify shall relate to all expenses we inevitably sustain from or in connection with the assertion of third party rights.
(4) The statutory period of limitation for these claims shall be 10 years, starting from the day the respective contract is concluded.
§ 9 Reservation of Ownership – Provision – Tools - Confidentiality
(1) Insofar as we provide parts to the supplier, we shall retain the ownership of said parts. Any processing or conversion by the supplier shall be performed on our behalf. If our reserved goods are processed together with other objects that do not belong to us, we shall acquire co-ownership of the new object at the ratio of the value of our object to the other processed objects at the time of processing.
(2) If the object we provide is inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object at the ratio of the value of the reserved property to the other mixed objects at the time of mixing.
(3) We reserve ownership of tools; the supplier shall be obliged to use such tools exclusively for manufacturing the goods we have ordered. The supplier shall be obliged, at his own expense, to insure the tools belonging to us at their reinstatement value against the risk of fire, water and theft. At the same time, the supplier hereby automatically assigns any claims for damages arising from this insurance to us, and we hereby accept this assignment. The supplier shall be obligated to perform all necessary service work and inspections as well as any maintenance and repair work at his own expense and in due time. He shall immediately inform us of any malfunctions; if he culpably fails to do so, the right to claim damages shall remain unaffected.
(4) The supplier shall be obliged to keep all images, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our explicit consent. The duty to maintain confidentiality shall also apply after the end of this contract; it shall expire if and to the extent that the production knowhow in the images, drawings, calculations and other documents have become common knowledge.
(5) As far as the collateral rights to which we are entitled in accordance with paragraph 1 and/or paragraph 2 exceed the purchase price of all our reserved property not yet paid for by more than 10%, we shall be obliged, on the supplier’s demand, to release collateral rights at our discretion.
§ 10 Venue – Place of Performance
(1) As far as the supplier is a merchant, our registered place of business is the venue; however, we are also entitled to bring action against the supplier at the court of his place of residence. Unless otherwise stipulated in the order, our registered place of business is the place of fulfilment. Solely the law of the Federal Republic of Germany applies. The provisions of the Uniform Law on the International Sale of Goods as well as the Uniform Law on the Formation of Contracts for the International Sale of Goods are expressly excluded.
REMIS GMBH, Mathias-Brüggen-Str. 67-69, 50829 Cologne