General Terms and Conditions for Purchasing

(Version 01 October 2008)

1. Applicability and Conclusion of Contract

These Terms and Conditions for Purchasing apply to all business transactions with the supplier or other contractors (hereinafter “the Supplier”) even if they are not mentioned in connection with subsequent orders. They also apply if the Supplier, especially when accepting or confirming an order, refers to its own terms and conditions of business and we do not actually object. Deviations from these Terms and Conditions of Purchasing are only effective if we confirm them in writing.

2. Orders

2.1 Offers from the Supplier are binding and free of charge for us.

2.2 Orders, including those which are issued orally or by telephone, are not binding for us until we have confirmed them in writing.

2.3 Business correspondence printed by data processing systems (e.g. orders, invoices) is also legally binding when not signed.

2.4 Drawings and tolerance bounds specified by us in individual cases are binding. In accepting the order the Supplier acknowledges that it has viewed the order documents and advised itself of the type of construction and scope of performance. We are not bound to obvious errors, obvious orthographical errors or obvious computational errors in documents and drawings that we have presented. The Supplier is obliged to notify us of such errors so that our order can be corrected and resubmitted. The same applies to missing documents.

2.5 Orders shall be confirmed to us within one week insofar as there is no special agreement with the Supplier; otherwise we are entitled to cancel the order.

2.6 Deviations from our order in quantity and quality as well as all other changes are not deemed to have been agreed until we have confirmed them.

2.7 When the Supplier produces and/or delivers in accordance with plans, samples, drawings, etc. supplied by us, the Supplier shall be obliged to ascertain at its own initiative whether the technical specifications on which our order is based are in accord with the level of the documents which are in use by the Supplier (comparison of plan date with date of drawing). Furthermore, the Supplier shall ascertain whether the goods delivered by the Supplier comply with the applicable latest regulations and provisions of law, e.g. DIN or pertinent accident prevention regulations, environmental regulations and the recognized rules of technology, whereby the use intended by us or our end customers shall also be taken into account.
Within 8 work days of receiving our order the Supplier shall transmit to us the safety data sheets that apply to the products to be delivered. The Supplier shall indemnify us from all third party claims that result because safety data sheets were not delivered to us or not delivered on time.
We are not obliged to accept deliveries of goods which do not conform to our order in respect to the specified date of drawings or specific product requirements. If materials have been provided by us for processing, the Supplier shall check these accordingly in advance.

3. Prices and Payment Conditions

3.1 The prices agreed are fixed prices and exclude subsequent claims of all types. Costs for packaging, freight, shipment, shipment insurance for shipment to the shipment address or application site stated by us, customs formalities and customs duties are included in the prices.
The Supplier shall not agree any prices or conditions with us which are less favourable than those granted to other customers when and to the extent that other customers offer the Supplier conditions that are the same or of equal value as the conditions offered by us.

3.2 If acceptance of goods is hindered by force majeure, then claims of the Supplier for counter performance or compensation for damages are excluded. In such a case the Supplier shall store the goods at its own expense and risk until they are accepted by us.

3.3 We pay in 14 days with discount of 3% or in 30 days without discount, whereby these time periods start with the date of receipt of invoice and orderly receipt of the goods is presupposed.

3.4 Invoices, delivery notes, order confirmations, test certificates and all other correspondence must state our complete purchase order number and job number. Invoices and delivery notes are normally to be submitted without copies. If these requirements are not complied with despite a reminder by us, invoices shall be deemed not to have been received until the Supplier has clarified or completed them.

3.5 Claims of the Supplier by us may only be assigned to third parties with our consent. Payments shall only be made to the Supplier.

4. Delivery and Delivery Periods

4.1 The goods must be received by the site stated by us within the delivery period, which starts with the date of our order, or by the delivery deadline. Additional costs for acceleration of transport so that the delivery date is met shall be borne by the Supplier.

4.2 Delivery shall take place unconditionally by the delivery time agreed. The reservation of timely self-supply is excluded. If delays are anticipated, the Supplier shall notify us of this without delay and obtain our decision on whether the order shall be maintained. If the delivery date and a period of grace set by us are not met, then we shall be entitled - without prejudice to further legal claims - to decide at our discretion on whether to withdraw from the contract, to make covering purchases from third parties and/or to demand compensation for damages because of non performance. In addition, the Supplier shall reimburse us for all additional costs which we incur because of the delayed delivery or performance.

4.3 If the Supplier is in default, we shall have the right to demand a contract penalty of 0.4% of the net order value per week or part thereof up to a maximum penalty of 5% of the net order value and/or to withdraw from the contract. Contract penalties that are paid shall be credited to any claims for compensation for damages, which, moreover, shall not be affected by this clause.

4.4 If the Supplier is unable to meet a delivery deadline because of force majeure, then it shall notify us of this without delay. In such a case we shall be entitled to postpone the acceptance date or, if our interest in receiving delivery is thereby substantially reduced, to withdraw from the contract in whole or in part or to undertake reductions of price.

4.5 Shipment and delivery shall be to the site specified by us at the Supplier’s expense and risk. Partial deliveries are only permissible if agreed in writing; else we may refuse the delivery. Partial shipments are not independent transactions. The remaining quantity shall be stated in writing.

4.6 All goods including isolated packets in a pallet cage or on a pallet shall, without exception, be clearly marked with the article number, article designation and quantity delivered. Delivery of different articles in or on a single pallet without detailed labelling of the individual articles is not permitted unless a special agreement for an individual case has been made with us in advance. All delivery notes and/or freight papers shall be attached to the delivery so that they are clearly visible.

5. Acceptance

5.1 We are only obliged to accept goods we have ordered if in respect to specifications and quality they are in accord with our order and/or samples released by us.

5.2 Factory test certificates must, in accordance with agreement, be received with the applicable delivery or be provided upon request without delay.

5.3 We reserve the right to make a complaint about deliveries that are not in accord with our orders in respect to the delivery deadlines and the scope of delivery and to and reject them. The costs resulting from this shall be charged to the Supplier.

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