General terms and conditions of purchase

General Terms and Conditions of Purchase

• Our GPC apply to all inquiries and orders (orders placed) for the delivery of goods, including standard software, which are intended for installation in or combination with machines and systems supplied by us and all associated main and ancillary services.
• Deliveries: Machines, units, components, parts, software and technical documentation. Assembly and commissioning services for these, if ordered by us, shall be deemed inseparable.
• Goods: Deliveries without installation and commissioning services
• Software: Standard software with accompanying documentation and data carrier
• Technical documentation
• Services: All customary ancillary services including shipping, packaging, accompanying documents and quality inspection
• Plant: industrial plant or machinery into which the goods are incorporated or with which they are combined.

I.

• All our orders and their acceptance as well as their amendments and supplements must be made in writing, including by e-mail. Verbal collateral agreements are only effective if they are confirmed by us in writing. We do not recognize any terms and conditions of the supplier that conflict with or deviate from our terms and conditions, even if we are aware of the supplier's terms and conditions and accept a delivery without reservation. Our terms and conditions only apply to companies within the meaning of Section 14 (1) BGB. However, they shall also apply to all future transactions with the supplier even if we do not agree their validity separately for each contract.
• We shall only be bound by orders in response to non-binding offers from the supplier for a period of five working days after receipt by the supplier, after which the order shall be non-binding.
• If the supplier's order confirmation deviates from our order, the deviations shall only apply if these are pointed out separately in the order confirmation and we confirm them in writing as agreed.

II

• The supplier and we are mutually obliged to treat all non-public commercial and technical details which become known to each other through the business relationship as business secrets. Both contracting parties may only advertise their business relationship with our prior written consent. Drawings, models, samples, plans, templates and similar objects or data as well as technical and commercial details (including details of the delivery items) which we make available to the supplier or which are paid for by us shall remain/become our property. These may not be made available or otherwise made accessible to third parties and may only be used for deliveries to third parties with our prior written consent. The supplier shall oblige sub-suppliers accordingly.

III.

• The supplier must comply with the latest recognized rules of technology, safety regulations, technical standards and agreed technical data, e.g. delivery specifications, production drawings or order texts, for its deliveries and services. The supplier's deliveries and services must correspond to the current state of the art. The supplier must use the most suitable and faultless primary material in each case. The supplier is obliged to oblige any subcontractors to comply with the provisions of these Terms and Conditions of Purchase. In addition, the supplier must inform us of the use and names of any subcontractors before placing an order.
• If technical data provided to the supplier is incomplete, misleading or contradictory, the supplier is obliged to request missing documents or to request a written correction of the order. If reference is made to other technical data in the technical data provided and this was not also provided, the supplier is obliged to request this from us if it is not publicly accessible technical data, or to obtain this himself if it is generally accessible technical data, e.g. standards, regulations, etc. If a 2D drawing and CAD data are provided, these must be compared with each other and any deviations must be reported to us. The 2D drawing shall generally take precedence over the CAD data.
• We have the right to observe and audit the production of our delivery parts on the supplier's premises at any time after prior notice.
• The supplier is obliged to ensure that the articles to be supplied by him meet the requirements for an existing CE marking obligation.
• The supplier is obliged to comply with all requirements and notification obligations of the REACH Regulation as amended.

IV.

• Within the scope of § 377 HGB (German Commercial Code), we shall only inspect delivered goods with regard to visually recognizable defects and the agreed quantity.

V.

In the event of strikes, business interruptions and other cases of business downtime which prevent us from accepting deliveries and services through no fault of our own, the contracting parties shall agree on a suitable alternative date; we shall inform the supplier of any obstacles to acceptance in good time if possible.

The supplier undertakes to notify us in writing (also by e-mail) immediately after recognizing foreseeable delays in delivery, regardless of the cause.

If the supplier is in default with the provision of deliveries and services, we shall be entitled to demand a contractual penalty of 1% of the value of the part of the delivery affected by the delay in delivery for each week or part thereof of the delay in delivery, up to a maximum of 10% of the value of the part of the delivery affected by the delay in delivery. The right to exercise additional statutory rights in the event of a delay in delivery shall remain unaffected.

VI.

• The order prices agreed with us are fixed prices and include all costs including ancillary costs up to the agreed unloading point; delivery shall be made in accordance with the agreed terms of delivery. Unless otherwise agreed, delivery shall be CIP in accordance with the applicable Incoterms.
• A delivery bill must be enclosed with each delivery. Goods which usually require a certificate or for which such a certificate is agreed shall only be deemed to have been delivered in full when the certificate is available and the absence of such a certificate shall be deemed a defect. If, in exceptional cases, properties deviating from the properties ordered by us are documented in a certificate, we must be explicitly informed of this prior to delivery. If the delivery with the deviating properties is approved by us by way of exception, such deviation approval shall be deemed to have been granted only once.
• In the case of partial deliveries, only the complete delivery entitles the customer to an invoice. In the case of initial or sample deliveries, the payment term, including for one-off costs, shall only commence upon our approval. In the event of early delivery, the term of payment shall commence on the agreed delivery date. The supplier's invoices are due for payment without deduction within 30 days of receipt by us. If payment is made within 14 days of receipt of the invoice, we are entitled to deduct a 3% discount.

VII.

Retention of title by the supplier, of whatever kind, is excluded.

VIII.

If one-off costs such as programs, tools, devices, templates, models are agreed for the production for us, these production facilities shall become our property upon payment of the one-off costs. They shall be stored by the supplier for us free of charge for as long as the supplier maintains production for us, but for at least 3 years after the last delivery. He shall take the same care of our property as he does of his own property.

of the supplier. All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sublicenses is not permitted.

IX.

• If we order programs (software) for use from us, these shall become our property upon payment without us having to assume maintenance contracts or other recurring obligations. This shall also apply in the event that we initially conclude such a maintenance contract. Programs that become our property in this way may be used by us without any time limit. If such programs were created to a significant extent for use by us, the right to access, store and modify the program shall also be transferred to us with the ownership.