General terms and conditions

General Terms and Conditions – GTC
(Terms and conditions of delivery and purchase)

A. General Terms of Delivery

§1 Scope of application

(1) The deliveries, services and offers of our company are made exclusively on the basis of these terms and conditions.
(2) These General Terms and Conditions (GTC) apply exclusively to companies within the meaning of § 14 BGB (German Civil Code) and legal entities under public law, are subject to the written form requirement and apply at the time of conclusion of the contract in their respective valid version.
(3) Individual agreements made in individual cases, including all ancillary agreements, supplements and amendments, shall take precedence over these GTC, but require a written contract or our written consent to be effective. The written form requirement shall not be waived even in the case of subsequent ancillary agreements, amendments and supplements.
(4) We shall not recognize any deviating or conflicting general terms and conditions of the Buyer unless we have expressly agreed to them. The performance of deliveries, services or the submission of offers shall not be deemed to constitute such consent.

§ 2 Offers and conclusion of contract

(1) Offers contained in brochures, advertisements, etc. are subject to change and non-binding – also with regard to prices. The scope of our obligation to perform shall be determined solely by our written order confirmation. We are generally bound by specially prepared offers for 30 calendar days from the date of the offer. If necessary, the offer validity period can be adjusted due to special requirements.
(2) We shall not be bound by statements in offers and/or order confirmations that are based on an obvious error, namely a typing or calculation error. Rather, the obviously intended statement shall apply.
(3) In the event of deviations from the order, the customer shall be deemed to have given his consent if he does not object within a period of 7 days after receipt of the order confirmation. This shall not apply if central parts of the contract are affected of which we are aware or should have been aware that they are essential for our customer.
(4) In principle, we shall not be liable for errors resulting from the documents submitted by the customer or from unclear or verbal information.
(5) Delivery contracts shall only come into existence or become binding for us when we have accepted orders received by us in writing, have confirmed declarations of acceptance received by us in writing or have delivered the goods ordered by the customer.

§ 3 Prices, price changes

(1) A binding price shall only be determined by our written order confirmation. Provided that the order data on which the order confirmation is based do not change. The prices are exclusive of the applicable statutory value added tax in euros, unless this is shown separately.
(2) Prices are quoted ex works or ex warehouse excluding the costs of packaging and freight and are not binding for any repeat orders. Any freight, toll, environmental and handling charges incurred shall be invoiced to the customer in accordance with individual agreements.
(3) In the event that we conclude a contract in a foreign currency, the exchange rate valid on the day the contract is concluded shall be binding. If the exchange rate changes by more than 2.5%, we shall be entitled to change the price accordingly.
(4) In the event of price increases by our suppliers, increases in wage and transportation costs or other unexpected cost increases, we shall be entitled to demand negotiations on a new price.
(5) We shall inform the client of any services not expressly estimated in the offer which we believe are necessary for the execution of the order. These services carried out at the request of the client shall be remunerated additionally. This applies in particular to all work arising in connection with assembly work.
(6) The prices are for normal working hours and work performance. For overtime, night work, work on Sundays and public holidays as well as for work under difficult conditions, the corresponding surcharges shall be added to the effective wage.
Assembly work shall be invoiced on a time basis in accordance with the written order confirmation, unless a flat-rate price has been expressly agreed.

§ 4 Payment

(1) Unless otherwise agreed, our invoices are payable without deduction after invoicing.
(2) We expressly reserve the right to refuse checks or bills of exchange. Acceptance is always only on account of performance. Discount and bill charges shall be borne by the customer and are payable immediately.
(3) edm aerotec GmbH is entitled to demand a reasonable advance payment upon conclusion of the contract. Furthermore, appropriate weekly or monthly installment payments may be demanded in accordance with the progress of the installation. If assembly is interrupted for a not insignificant period of time at the request of the client, edm aerotec GmbH may invoice the services rendered up to that point.
(4) Irrespective of the means of payment used, payment shall not be deemed to have been made until the full invoice amount has been irrevocably credited to the bank account of edm aerotec GmbH.
(5) If we become aware of circumstances that call into question the creditworthiness of the buyer, in particular if the buyer does not cash a check or suspends payments, we are entitled to declare the entire remaining debt due, even if we have accepted checks. In this case, we shall also be entitled to demand advance payments or the provision of security.
(6) If the customer finally suspends payments and/or insolvency proceedings are applied for against his assets, we shall also be entitled to withdraw from the part of the contract not yet fulfilled (§ 321 BGB).
(7) We shall be entitled to offset payments against the customer’s older debts first, despite any provisions of the customer to the contrary. We shall inform the customer of this type of offsetting. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.
(8) If the customer is in default of payment, we shall be entitled to charge the respective statutory default interest. We reserve the right to assert further claims for damages caused by default. In the above-mentioned cases, the customer is at liberty to prove a lower damage, which is then decisive.
(9) Offsetting on the part of the customer is excluded unless the counterclaims have been legally established or are undisputed by us.

§ 5 Vermögensverschlechterung des Bestellers

(1) Werden der edm aerotec GmbH Umstände bekannt, aus denen sich eine wesentliche Verschlechterung oder eine erhebliche Gefährdung des Vermögens des Bestellers ergibt und die zu berechtigten Zweifeln über die vertragsgemäße Erfüllung der Vertragspflichten des Bestellers Anlass geben, kann die edm aerotec GmbH die ihr obliegende Leistung verweigern, bis der Besteller die Gegenleistung bewirkt oder Sicherheit für sie leistet.
(2) Falls der Besteller nicht innerhalb einer ihm gesetzten angemessenen Frist die Gegenleistung bewirkt oder Sicherheit leistet, kann die edm aerotec GmbH vom Vertrag zurücktreten bzw. diesen kündigen. Dies gilt auch dann, wenn die Leistung der edm aerotec GmbH ganz oder teilweise erbracht ist.

§ 6 Cooperation of the customer for external assembly work

(1) The customer shall support the assembly personnel at its own expense and provide technical assistance during the performance of assembly work that is not carried out at the registered office of edm aerotec GmbH.
(2) The buyer shall take the special measures necessary to protect persons and property at the installation site. He shall also inform the installation supervisor of existing special safety regulations insofar as these are of significance for the installation personnel. He shall notify edm aerotec GmbH of any violations of such safety regulations by the assembly personnel. In the event of serious violations, he may refuse the violator access to the assembly site in consultation with the assembly manager.

§ 7 Compensation by the customer

If the equipment or tools provided by edm aerotec GmbH are damaged or lost at the assembly site through no fault of edm aerotec GmbH, the customer shall be obliged to compensate for such damage. Damage caused by normal wear and tear shall not be considered.

§ 8 Installation period, installation delay

(1) The installation deadline is deemed to have been met if the installation is ready for acceptance by the client by the time it expires, or in the case of contractually agreed testing, if the client is ready to carry out such testing.
(2) If the installation is delayed due to measures in the context of labor disputes, in particular strikes and lockouts, as well as the occurrence of circumstances for which edm aerotec GmbH is not responsible, the installation period shall be extended appropriately if such obstacles can be proven to have a significant influence on the completion of the installation.
(3) If the buyer suffers damages as a result of edm aerotec GmbH’s delay, the buyer is entitled to demand lump-sum compensation for the delay. Such compensation shall amount to 0.5% for each full week of delay, but in total not more than 5% of the installation price for that part of the system to be installed by edm aerotec GmbH which cannot be used on time as a result of the delay. However, compensation for delay can only be demanded if the orderer has again set a reasonable grace period of at least 6 working days in writing after the occurrence of the delay and the delay still continues after the expiry of the grace period.
(4) If the orderer sets edm aerotec GmbH a reasonable deadline for performance after the due date – taking into account the statutory exceptions – and the deadline is not met, the orderer is entitled to withdraw from the contract within the framework of the statutory provisions. At the request of edm aerotec GmbH, the customer undertakes to declare within a reasonable period of time whether it will exercise its right of withdrawal.

Further claims due to default shall be determined exclusively in accordance with § 9 of these terms and conditions.

§ 9 Delivery times

(1) Delivery periods shall always commence only after clarification of all technical and commercial details and shall apply subject to correct and timely delivery to us, unless a binding delivery period has been agreed in writing. If a delay in delivery becomes apparent, we shall inform the customer immediately after becoming aware of this.
(2) If the execution or completion of the work is delayed for reasons for which the customer is responsible, we shall be released from the obligation to comply with the agreed delivery dates. If the client fails to remedy the situation immediately at our request, we may demand compensation or set the client a reasonable deadline for fulfillment of the contract and declare that we will withdraw from the contract if the deadline expires without result. In the event of termination of the contract, we shall be entitled to compensation for all expenses incurred to date.
(3) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for him, for whatever reason, the Seller’s liability for damages shall be limited in accordance with § 12 of these General Terms and Conditions of Delivery.
§ 12 of these General Terms and Conditions of Delivery.
(4) If we are not responsible for the delay, e.g. in the event of energy shortages, import difficulties, operational and traffic disruptions, strikes, force majeure or delays on the part of our suppliers, the performance period shall be extended accordingly. If we are unable to perform even after a reasonable extension, both the customer and we shall be entitled to withdraw from the contract. Claims for damages by the customer are excluded.
(5) The duration of a grace period to be set by the customer in the event of a delay in performance in accordance with the statutory provisions must be reasonably long. The period shall commence upon our receipt of the grace period.

§ 10 Dispatch, transfer of risk, acceptance

(1) The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation or has left our works for the purpose of dispatch. If shipment is delayed or not carried out at the instigation of the customer, the risk shall pass to the customer upon notification of readiness for shipment. We are entitled to make partial deliveries, provided that the partial deliveries are reasonable for the purchaser in the individual case.
(2) At the Buyer’s request, deliveries shall be insured in his name and for his account.
(3) If we take back the delivery item for reasons for which we are not responsible, the customer shall bear the risk until the goods are received by edm aerotec GmbH.
(4) If acceptance is to take place, the purchased item shall be deemed accepted when

the delivery and, if the seller is also responsible for commissioning, the commissioning has been completed,
the seller has informed the client of this with reference to the fictitious acceptance in accordance with this § 10 (4) and has requested acceptance,
12 working days have passed since the delivery or commissioning or the Client has started to use the purchased item and in this case 6 working days have passed since the delivery or commissioning and
the Contractor has failed to take delivery within this period for a reason other than a defect notified to the Seller which makes the use of the purchased item impossible or significantly impairs it.

(5) The customer is obliged to accept the installation as soon as he has been notified of its completion and any contractually agreed testing of the installed item has taken place. If the assembly proves not to be in accordance with the contract, edm aerotec GmbH is obliged to remedy the defect. This shall not apply if the defect is insignificant for the interests of the customer or is due to a circumstance attributable to the customer. If there is an insignificant defect, the customer may not refuse acceptance.
(6) If acceptance is delayed through no fault of edm aerotec GmbH, acceptance shall be deemed to have taken place 12 working days after notification of completion of assembly.
(7) Upon acceptance, edm aerotec GmbH’s liability for recognizable defects shall cease, unless the buyer has reserved the right to assert a specific defect.

§ 11 Claims for defects

(1) If the service provided by us or the delivery item is defective, we may, at our discretion, deliver a replacement or remedy the defect. Multiple rectifications – usually two – are permissible within a reasonable period of time. The orderer must notify edm aerotec GmbH immediately in writing of any defect found.
(2) The purchaser’s right to assert claims arising from defects shall in all cases be time-barred 12 months from the date of transfer of risk, unless a longer period is prescribed by law. The warranty obligation shall commence on the date of delivery or acceptance. Our efforts to remedy defects after expiry of the statutory period shall not be deemed a waiver of the expiry of the warranty obligation, but a non-binding gesture of goodwill towards our customers.
(3) The warranty obligation of the respective manufacturer shall apply to purchased parts.
(4) Obvious defects in work performances can no longer be claimed after acceptance. The following shall apply § Section 640 (2) BGB shall apply. Otherwise, defects must be reported to us in writing immediately, but no later than 2 weeks after delivery, in order to maintain the customer’s claims for defects. The defective items must be kept ready for inspection by us in the condition in which they were at the time the defect was discovered.
(5) Insignificant, reasonable deviations in the dimensions and designs shall not entitle to complaints, unless absolute compliance has been expressly agreed. Technical improvements and necessary technical modifications are also deemed to be in accordance with the contract, provided that they are reasonable and do not constitute a deterioration in usability. edm aerotec GmbH shall not be liable if the defect is insignificant for the interests of the customer or is based on a circumstance attributable to the customer.
(6) If our operating or maintenance instructions are not followed, if changes are made by the customer without the prior consent of edm aerotec GmbH, changes are made to the products by the orderer or third parties, parts are replaced or consumables are used that do not comply with the original specifications, any warranty shall lapse and edm aerotec GmbH’s liability for the resulting consequences shall be waived. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case edm aerotec GmbH must be notified immediately, or if edm aerotec GmbH – taking into account the statutory exceptions – has allowed a reasonable deadline set for it to remedy the defect to expire without success, does the customer have the right, within the framework of the statutory provisions, to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary costs from edm aerotec GmbH.
(7) Of the direct costs arising from the rectification of defects, edm aerotec GmbH shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified. It shall also bear the costs of removal and installation as well as the costs of any necessary provision of fitters and assistants, including travel costs, provided that this does not result in a disproportionate burden for edm aerotec GmbH.
(8) If edm aerotec GmbH – taking into account the statutory exceptions – allows a reasonable deadline set for it to remedy the defect to expire fruitlessly, the customer shall be entitled to a reduction in price within the scope of the statutory provisions. The customer may only withdraw from the contract if the installation is demonstrably of no interest to the customer despite the reduction.
(9) Liability for normal wear and tear is excluded.
(10) If the subsequent performance fails within a reasonable period of time, the customer may, at his discretion, demand a reduction in the price or rescission of the contract.
(11) The above provisions of this paragraph shall not apply to the sale of used items. These are delivered to the exclusion of any claims for defects.

§ 12Liability, exclusion of liability

(1) The Seller’s liability for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, shall be limited in accordance with this § 12 insofar as fault is involved.
(2) The Seller shall not be liable in the event of simple negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, insofar as this does not involve a breach of material contractual obligations. Material contractual obligations are the obligation to deliver and commission the delivery item on time, its freedom from defects of title and such material defects which impair its functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care which are intended to enable the customer to use the delivery item in accordance with the contract or which are intended to protect the life and limb of the customer’s personnel or to protect the customer’s property from considerable damage.
(3) Insofar as the Seller is liable for damages in accordance with § 12 (2), liability shall be limited to damages which the Seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen if he had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
(4) In the event of liability for simple negligence, the seller’s obligation to pay compensation shall be limited for property damage to a maximum of three times the order value, but no more than EUR 5,000,000; for financial losses to a maximum of twice the order value, but no more than EUR 1,000,000.
(5) The above exclusions and limitations of liability shall apply to the same extent in favor of the executive bodies, legal representatives, employees and other vicarious agents of the Seller.
(6) Insofar as the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Seller, this shall be provided free of charge and to the exclusion of any liability.
(7) The limitations of this § 12 do not apply to the liability of the seller

a) in the event of intent,
b) in the event of gross negligence on the part of the executive bodies or executive employees,
c) in the event of culpable injury to life, limb or health,
d) in the event of defects which he has fraudulently concealed,
e) within the scope of a guarantee promise,
f) insofar as liability exists under the Product Liability Act for personal injury or material damage to privately used objects.

§ 13 Copyright and retention of title

(1) Our drawings, design documents, descriptions, samples, cost estimates, quotation documents and similar documents may not be passed on, published, reproduced or otherwise made accessible to third parties without our consent. According to § 2 (1) No. 7 UrhG (German Copyright Act), we are entitled to the sole copyright thereto. This right shall not be infringed by payment of the agreed price or by handing over copies of the design documents. Upon request, the documents shall be returned without retention of copies.
(2) Without our express written consent, no customer shall be entitled to manufacture machines or tools according to our design documents, 3D data or similar documents or to have them manufactured in whole or in part by third parties.
(3) Paragraphs (1) and (2) apply both to our own design documents, drawings and similar documents and to documents produced by third parties on our behalf. Further rights under the Copyright Act remain unaffected by this.
(4) The original documents shall always remain the unrestricted property of edm aerotec GmbH. Where design documents, machines or tools are supplied, the copyright shall remain with edm aerotec GmbH without restriction. Only the object as such becomes the property of the customer after full payment of the purchase price. The rights under § 14 UrhG remain unaffected.
(5) We reserve title to the delivered items (reserved items) until all claims to which we are entitled against the customer for any legal reason have been satisfied.
(6) The customer is obliged to notify us immediately in writing of any seizure of the reserved items and to inform the pledgees of the retention of title. The customer is not entitled to sell, give away, pledge or assign by way of security the items delivered to him subject to retention of title – except in the following cases.
(7) If the delivery is made for a business operation maintained by the customer, the items may be resold in the ordinary course of business. In this case, the purchaser’s claims against the customer arising from the sale are already assigned to us. In the event of resale of the items on credit, the customer shall reserve ownership vis-à-vis his customer. The customer hereby assigns to us the rights and claims arising from this retention of title vis-à-vis his customer.
(8) Any treatment or processing of the reserved goods by the customer shall be carried out by the customer for us free of charge. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the factor value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending.
(9) If the orderer acquires sole ownership of a new item, the contracting parties agree that the orderer shall grant edm aerotec GmbH co-ownership of the new item in proportion to the factor value of the processed or combined, mixed or blended goods subject to retention of title and shall store it for edm aerotec GmbH free of charge.
(10) If the goods subject to retention of title are resold together with other goods, whether without or after processing, combining, mixing or blending, the advance assignment agreed in paragraph 7 above shall only apply in the amount of the factor value of the goods subject to retention of title that have been resold together with the other goods.
(11) If items subject to retention of title are installed by the customer or on its behalf as essential components in the property of a third party, the customer hereby assigns to us any claims for remuneration arising against the third party or the party concerned, together with all ancillary rights, including the granting of a security mortgage.
(12) If items subject to retention of title are installed as essential components in the customer’s property, the customer hereby assigns to us the claims arising from the sale of the property or of property rights with all ancillary rights.
(13) If the value of the securities existing for us in accordance with the above provisions exceeds the value of our claims – not only temporarily – by a total of more than 20%, we shall be obliged to release securities of our choice accordingly at the request of the customer.
(14) In the event of breach of contract by the customer, in particular default of payment, we shall be entitled to take back the delivered items after a reminder and declaration of withdrawal and the customer shall be obliged to surrender them. If the customer has fulfilled the contract, we must return the items.

§ 14 Statute of limitations

All claims of the customer – on whatever legal grounds – shall lapse after 12 months. The statutory periods shall apply to claims for damages in accordance with § 12 (7) a – d and f.

§ 15 Applicable law, place of jurisdiction, partial invalidity

(1) The law of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationship, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) Insofar as the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law
or special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3) Should a provision in these terms and conditions be or become invalid, this shall not affect the validity of all other provisions and agreements between us and the customer.

The contracting parties shall replace the invalid provision with a new one that is legally permissible and comes as close as possible to the legal and economic sense and purpose pursued.

The same applies in the event of a gap in the contract.

B. General Terms and Conditions of Purchase

§ 1 Scope of application

(1) The following terms and conditions of edm aerotec GmbH (hereinafter also referred to as the Buyer) apply to all contracts concluded between the Buyer and the Seller for the delivery of goods. They also apply to all future business relations, even if they are not expressly agreed again. Any deviating terms and conditions of the Seller which are not expressly recognized by the Buyer shall not be binding on the Buyer, even if the Buyer does not expressly object to them. The Buyer’s terms and conditions shall also apply if the Buyer accepts the Seller’s delivery without reservation in the knowledge of conflicting or deviating terms and conditions.
(2) All agreements made between the Buyer and the Seller in connection with the purchase contracts are set out in writing in the purchase contracts, these Terms and Conditions and the Buyer’s offers.
(3) Agreements made between the contracting parties in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions.

§ 2 Offer and conclusion of contract

(1) The buyer is bound to the offer for the conclusion of a purchase contract (order) for 2 weeks. The Seller can only accept the offer within these 2 weeks by written declaration to the Buyer.
(2) Drawings, plans and other documents belonging to the order shall remain the property of the Buyer, who reserves all copyrights to these documents. If the Seller does not accept the Buyer’s offers within the period specified in § 2 (1), these documents shall be returned to the Buyer without delay.
(3) Inquiries by the Buyer to the Seller about the Seller’s products, conditions of delivery or requests by the Buyer to submit an offer shall not bind the Buyer in any way.
(4) Any order confirmation by the Seller that deviates from the Buyer’s order constitutes a new offer and must be accepted by the Buyer in writing.
(5) Even after confirmation of the order, the Buyer may make changes to the products to be delivered. After clarification of the effects, the parties shall agree on adjustments to the contract, if necessary.

§ 3 Payments

(1) The price stated by the Buyer in the order is binding and applies free domicile, unless otherwise agreed in writing between the parties. Packaging costs are included in the price. The price includes the applicable statutory value added tax.
(2) All invoices of the Seller must show the order number specified by the Buyer. If this requirement is not met, the Buyer shall not be responsible for the resulting delays in invoice processing and payment settlement.
(3) Unless otherwise agreed in writing with the Seller, the Buyer shall pay within ten working days of delivery of the goods by the Seller and receipt of the invoice with a 2% discount or within 30 days net.
(4) The Buyer shall be fully entitled to the statutory rights of set-off and retention. He is entitled to assign all claims arising from the purchase contract without the Seller’s consent. The Seller is not entitled to assign claims arising from the contractual relationship to third parties without the prior written consent of the Buyer.

§ 4 Delivery period

(1) The delivery period or delivery date specified by the Buyer in the order shall be binding for the Seller. Depending on the agreed delivery terms, the receipt of the products by the Buyer or the timely provision of the products for collection at the Seller’s factory shall be decisive for compliance with the delivery period.
(2) If the Seller is in default of delivery, it shall forfeit a contractual penalty of 1% of the net purchase price of the delayed products for each commenced week of delay in delivery, up to a maximum of 5% of this purchase price. Furthermore, the buyer shall be entitled to the statutory claims. We reserve the right to prove that higher damages have been incurred. The seller must reimburse the following costs, among others: Special travel costs and any overnight accommodation costs, additional set-up and testing costs, additional costs for special shifts. The seller reserves the right to prove that no damage at all or only significantly less damage has been incurred.

§ 5 Right of access/obligation of subcontractors

(1) Employees commissioned by us or third parties commissioned by us, regulatory bodies and customers shall have access to all business premises in which work is carried out for us or in which goods are stored for us, regardless of whether these are business premises of the Supplier or its subcontractors, at any time after prior notification – but in justified exceptional cases also unannounced – during normal business hours in order to check, among other things, the production status, the use of suitable materials, the deployment of the necessary skilled workers and the professional execution of the work to be performed.
(2) Furthermore, employees commissioned by us or third parties commissioned by us shall have the right to inspect all applicable and order-related documents on the business premises of the supplier or its subcontractors at any time after prior notification – in justified exceptional cases, however, also unannounced – during normal business hours.
(3) The supplier undertakes to obligate its own subcontractors and service providers in the same way to enable us to inspect them accordingly. Upon request, the corresponding obligation of sub-suppliers must be proven to us.
(4) Inspections shall be carried out without legal effect on acceptance.
(5) The supplier agrees to implement a quality system on the basis of ISO 9000 ff with the aim of striving for zero-defect production and to optimize its processes with continuous improvement measures.
(6) The Supplier shall oblige its subcontractors to also establish, consistently apply and maintain a comparable QM system with the aim of ensuring the flawless quality of its purchased parts.
(7) If the supplier or sub-supplier is not in a position to maintain a QM system on the basis of ISO 9000 ff, its approval shall be based on the evaluation of the supplier questionnaire and the resulting assessment with the aid of the risk checklist.

§ 6 Defective delivery

(1) Für unsere Rechte bei Sach- und Rechtsmängeln der Ware (einschließlich Falsch- und Minderlieferung sowie unsachgemäßer Montage, mangelhafter Montage‑, Betriebs- und Bedienungsanleitung) und bei sonstigen Pflichtverletzungen durch den Verkäufer gelten die gesetzlichen Vorschriften, soweit nachfolgend nichts anderes bestimmt ist.
(2) (1) The statutory provisions shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating and operating instructions) and in the event of other breaches of duty by the Seller, unless otherwise specified below.
(2) In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. The product descriptions which – in particular by designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these General Terms and Conditions of Purchase shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the seller or the manufacturer.
(3) Notwithstanding §442 (1) sentence 2 BGB, we shall also be entitled to claims for defects without restriction if the defect remained unknown to us upon conclusion of the contract due to gross negligence.
(4) The statutory provisions, §§377, 381 HGB (German Commercial Code) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents as well as during our quality control in the random sampling procedure (e.g. transport damage, incorrect and short delivery). If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) shall be deemed immediate and timely if it is received by the Seller within 10 working days. In this respect, the Seller waives the defense of late notification of defects.
(5) The costs incurred by the Seller for the purpose of inspection and subsequent performance (including any removal and installation costs) shall be borne by the Seller even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request to remedy a defect shall remain unaffected; in this respect, however, we shall only be liable if we recognized or were grossly negligent in not recognizing that there was no defect.(6) If the Seller fails to fulfill its obligation to provide subsequent performance – at our discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand compensation from the Seller for the necessary expenses or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances immediately, if possible in advance.(7) Otherwise, we shall be entitled to reduce the purchase price or withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. In addition, we shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.(8) If the Seller knowingly or unknowingly becomes aware of defects, faulty material and faulty parts, so-called suspect parts, changes or newly identified risks in processes as well as deviations from the product, it shall notify the Buyer of this in writing without delay.

§ 7 Liability of the seller/insurance cover

(1) If claims for damages are asserted against the Buyer by third parties due to a product defect for which the Seller is responsible, the Seller shall indemnify the Buyer upon first request against all third-party claims, including the costs necessary to defend against such claims, if the Seller has caused the defect within its sphere of control and organization.
(2) If the Buyer has to carry out a recall campaign due to a case of damage within the meaning of Clause 1, the Seller shall be obliged to reimburse the Buyer for all expenses arising from or in connection with the recall campaign carried out by the Seller. The Buyer shall, insofar as it is possible and reasonable in terms of time, inform the Seller of the content and scope of the recall campaign and give him the opportunity to comment. Further statutory claims of the Buyer shall remain unaffected by this.
(3) The Seller shall take out sufficient liability insurance including indirect and consequential damages as well as liability arising from the assumption of warranty and product liability, maintain this until the end of the warranty period and provide the Buyer with written proof of this at any time upon request – in particular by means of a confirmation of cover from the insurer. In case of doubt, the following minimum amounts of cover per loss event with double maximization p.a. shall be deemed sufficient:
Personal injury: € 10,000,000.00
Property damage: € 10,000,000.00
Financial losses € 5,000,000.00
Further statutory claims of the Buyer shall remain unaffected by this.
(4) If claims are asserted against the Buyer by a third party because the Seller’s delivery infringes a statutory property right of the third party, the Seller undertakes to indemnify the Buyer against these claims upon first request, including all necessary expenses incurred by the Buyer in connection with the claim by the third party and its defense, unless the Seller has not acted culpably. The Buyer is not entitled to recognize the claims of the third party and/or to conclude agreements with the third party regarding these claims without the written consent of the Seller. The limitation period for these indemnification claims is 36 months, calculated from the transfer of risk.

§ 8 Confidentiality/retention of title/termination

(1) All parts and documents received from the Buyer shall remain the property of the Buyer. The Seller may only utilize these outside of this contract and/or pass them on to third parties or make them accessible to third parties with the written consent of the Buyer. After fulfillment of the respective contract, the Seller must return these to the Buyer immediately at its own expense.
(2) We reserve ownership rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual performance and are to be returned to us after completion of the contract, without retention of copies. The documents must be kept secret from third parties, even after termination of the contract.
(3) The confidentiality agreement shall only expire if and insofar as the knowledge contained in the documents provided has become generally known.
(4) The above provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as tools, templates, samples and other items which we provide to the Seller for production. Such items shall – as long as they are not processed – be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.
(5) Any processing, mixing or combination (further processing) of items provided by the Seller shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
(6) The transfer of ownership of the goods to us must take place unconditionally and without regard to the payment of the price. If, however, in individual cases we accept an offer of the seller to transfer ownership conditional on payment of the purchase price, the seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We shall remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.
(7) Each party has the right to terminate a contract for good cause at any time without notice.

§ 9 Statute of limitations

(1) The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.
(2) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims for defects shall be 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem (§ 438 (1) No. 1 BGB) shall remain unaffected. Furthermore, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us – in particular in the absence of a limitation period.
(3) The limitation period of the law on sales, including the above extension, shall apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.
(4) In the case of the delivery of replacement parts, the limitation period shall begin anew with their delivery.

§ 10 Applicable law, place of jurisdiction, partial invalidity

(1) These Terms and Conditions and the entire legal relationship between the Buyer and the Seller shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3) The place of performance for the Seller’s delivery obligations shall be Geisleden.
(4) Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of all other provisions and agreements between the Buyer and the Seller. The contracting parties shall replace the invalid provision with a new one that is legally permissible and comes as close as possible to the legal and economic sense and purpose pursued. The same applies in the event of a gap in the contract.