1. General
2. Orders
3. Delivery Times
4. Delivery/Shipment
5. Breach of Duty because of Defects
7. Product Liabillity
8. Terms of Payment
9. Cession
10. Confidentiality, Provided Documents an Objects
11. Applicable Law and Jurisdiction 

I. General

All our contracts shall exclusively be subject to our conditions of purchase. That includes also future dealings with suppliers or traders. Divergent conditions of the seller (home and foreign suppliers and traders) are hereby repudiated; they will also have no effect if we fail to contradict them in acceptance of goods.

II. Orders

1.    It counts only the content of our written orders. Oral orders or additional agreements  require our written confirmation  to be effective.

2.    Our orders have to be confirmed in writing within 3 days. After exploration of the deadline we are not bound to our order any more.

3.    With the acknowledgment of order  the supplier or trader guarantees that the ordered goods have the quality demanded by us. 

III.Delivery Times

The delivery times mentioned in our order are binding. If the supplier has not kept to the agreed date of delivery and upon an unsuccessful expiration of an adequate time limit for the delivery stipulated by us, we shall be entitled- at our sole discretion- to withdraw from the contract wholly or in parts or to claim damages instead of the performance. If you will become aware of the fact that a delivery date as agreed upon will not be fulfilled for any reason whatsoever, you shall be obliged to inform us immediately in writing stating the reasons.

In case of a delay in delivery we are entitled to require a penalty to the amount of 10% of the contract price per every completed week of delay but not more than 20%;  Claims for ongoing damages are subject to approval. We are obligated to explain the exception to the contract penalty no later than at the time of payment, which follows the temporally delayed  delivery.

IV. Delivery/Shipment

Delivery and dispatch free domicile must take place at the risk of the supplier or trader to our business address or to the named place of delivery. The costs for packing, freight and insurance are payed by the supplier or trader.     

If delivery ex works is stipulated in particular cases, the supplier or trader has to provide for  right declaration (for us) and has to supply goods concentrated at a named place. The supplier or trader is liable for transport damages in this case, too, as far as the goods haven't been taken over by platzangst. 

V. Breach of Duty because of Defects

1.    The supplier or trader warrants that the delivered goods are free from protective rights of any third party and that the delivery of goods will not infringe any patents, licenses or other protective rights of any third party. The supplier or trader also guarantees that the delivered goods meet the stipulated quality standards.

2.    Defects on delivered goods, if we can declare them during the checkup of correct business process, are reported to the supplier or trader within 14 days from receipt of the goods. Defects, that were not visible during such a checkup, are reported within a time limit of 10 days from cognition. To comply with the time limit it suffice to dispatch the notice of defects to the supplier or trader.      

3.    The supplier or trader  is liable for any damage resulting from an infringement of contractual commitments. The supplier or trader shall warrant for at least a period of 24 months from commissioning of the goods to the customer, maximum for a period of five years after commissioning of the goods to us; § 479 section 2 - 3 BGB shall apply.

VI. Product Liability

The supplier or trader has to indemnify us against any and all liabilities or claims for damages of third parties, that rely on product damages which are the result (or have the cause) of (in) his domain and organisational area The supplier or trader will also refund the costs incurred for a initiated recall actionwhich have the causes mentioned above.

VII. Terms of Payment

Invoices have to be send in duplicate by the post separately to our business address (as an exception also per Email). The payment will be made within 10 days from receipt of the proper invoice with a 3% discount or net within 30 days from receipt of the proper invoice.  The payment is not connected with a recognizance of correct completion. The payment is also not connected with an abdication of liability of the supplier or trader concerning claims based on defects

Other payment agreements are in particular cases possible. Documents against acceptance can be arranged in international contracts.

VIII. Cession

The cession of claims against us will only be effective with our written agreement.

IX. Confidentiality, Provided Documents an Objects

1.    All documents or objects, we give to suppliers or traders for submitting an offer or to carry out a task remain our property and it is not allowed to use them for other purposes, to replicate them or to make  them accessible to third parties. By request you have to send us the documents or objects back, exempt from charges.

2.    The supplier or trader shall observe strict secrecy with regard to any knowledges and experiences to which he has gained access through the completion of our order, and only use this kno-how working with orders of our company and not transfer or make them accessible to third parties.

3.    For any case of infringement to this non-disclosure agreement, the supplier or  trader shall be liable for damages.

X. Applicable Law and Jurisdiction 

1.    The laws of the Federal Republic of Germany exclusively apply as supplementary law. The application of the Convention on Contracts for  the International Sale of Goods is excluded.

2.    Place of jurisdiction for all disputes and parties to a contract shall be the Federal Republic of Germany- Free State of Thuringia- regional capital Erfurt.


Eisenach/OT Stedtfeld, version 23.06.2009