General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of DEUTA Mechanics GmbH
Version: 15.09.2009

1. General – Scope

1.1. Purchases are made exclusively in accordance with the following General Terms and Conditions of Purchase of the Purchaser. Any conflicting or deviating terms and conditions of the Supplier are not recognized unless expressly accepted in writing by the Purchaser. These Terms and Conditions of Purchase also apply if the Purchaser accepts the Supplier’s delivery without reservation, even with knowledge of conflicting or deviating terms and conditions of the Supplier.

1.2. All agreements made between the purchaser and the supplier for the execution of a contract must be set down in writing in this contract. These General Terms and Conditions of Purchase apply only to merchants and to legal entities under public law or special funds under public law.

1.3. These General Terms and Conditions of Purchase shall also apply to all future transactions with the purchaser.

2. Offer – Offer documents

2.1. The supplier is obliged to accept the order within a period of 2 weeks, otherwise it becomes invalid.

2.2. The customer retains ownership and copyright of all illustrations, drawings, calculations, and other documents; these may not be made accessible to third parties without the customer’s consent. The supplier requires the customer’s express written consent before disclosing them to third parties. This applies in particular to written documents marked “confidential.” Documents are to be used exclusively for production based on the order; after completion of the order, they must be returned to the customer without being requested.

2.3. The confidentiality obligation remains in effect even after the termination of this contract. It expires when and to the extent that the manufacturing knowledge contained in the illustrations, drawings, invoices, or other documents has become generally known.

3. Prices – Payment Terms

3.1. The price stated in the order is binding upon acceptance of the order. Unless otherwise agreed in writing, the price includes delivery on a CIP basis (carriage paid, insured…) according to INCOTERMS 2000, including packaging. The destination is specified in the respective individual orders.

3.2. The price shown in the order is net, excluding statutory VAT.

3.3. The customer rejects any acceptance of general cargo and rolling cargo insurance (SLVS) and any costs arising therefrom.

3.4. Unless otherwise agreed in writing, payment of the purchase price shall be made within 14 days of proper delivery and receipt of invoice with a 3% discount, or within 30 days of proper delivery and receipt of invoice net.

3.5. In case of late payment, the customer is only obliged to pay interest at a rate of 3% above the respective base interest rate.

3.6. The customer is entitled to set-off and retention rights to the extent permitted by law.

4. Delivery time

4.1. The delivery time specified in the order is binding.

4.2. The supplier is obliged to inform the customer immediately in writing if circumstances arise or become apparent to him that indicate that the agreed delivery time cannot be met.

4.3. In the event of a delay in delivery, the customer is entitled to the statutory rights.

4.4. The supplier is not entitled to make partial deliveries.

4.5. The supplier guarantees that, prior to the discontinuation of parts/components, the customer will be given the opportunity and the right to place a final order with reasonable quantities (last-call right).

5. Transfer of Risk – Documents

5.1. Unless otherwise agreed in writing, delivery shall be made on a CIP (carriage paid, insured) basis in accordance with INCOTERMS 2000, including packaging. The destination is specified in the respective individual orders.

5.2. The supplier is obligated to state the customer’s order number exactly on all shipping documents and delivery notes; failure to do so will inevitably lead to processing delays. The supplier is liable for any resulting damages.

6. Defect investigation – Warranty

6.1. The buyer is obligated to inspect the goods for any deviations in quality or quantity within a reasonable period. Notification of obvious defects is considered timely if it is received by the supplier within 5 working days. Notification of hidden defects is considered timely if it is reported to the supplier within 2 weeks of their discovery.

6.2. The statutory warranty rights remain unaffected. In particular, the customer is entitled, at their discretion, to demand either the rectification of the defect or the delivery of a defect-free item. However, the supplier is entitled to refuse the type of remedy chosen by the customer if it would entail disproportionate costs. The supplier shall bear the expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor, and material costs. Further statutory claims, such as claims for damages, are expressly reserved.

6.3. If, contrary to clause 4.5, the supplier culpably fails to announce the cancellations in a timely manner and/or culpably fails to offer an adequate quantity for a final order (last-call right), then the supplier is obliged to compensate the purchaser for the resulting damage.

6.4. The statutory warranty period of at least 24 months applies. The warranty period begins upon delivery of the goods or, if acceptance has been agreed upon and takes place after delivery, upon acceptance.

7. Product liability – indemnification – liability insurance coverage

7.1. Insofar as the supplier is responsible for product damage, he is obliged to indemnify the purchaser against third-party claims for damages upon first demand, provided that the cause lies within his sphere of control and organization and he is liable to third parties.

7.2. In this context, the supplier is also obligated to reimburse any expenses pursuant to Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with a product recall initiated by the customer. The customer will inform the supplier of the content and scope of the recall measures to be implemented – to the extent possible and reasonable – and give the supplier an opportunity to comment.

7.3. The supplier undertakes to maintain product liability insurance with a coverage limit of EUR 3 million per personal injury/property damage claim – lump sum. Any further claims for damages to which the purchaser may be entitled remain unaffected.

8. Intellectual property rights

8.1. The supplier warrants that no industrial property rights or other rights of third parties are infringed in connection with its delivery.

8.2. If the customer is held liable by a third party in this regard, the supplier is obligated to indemnify the customer against these claims upon first written request. The customer is not obligated to enter into any agreements with the third party – in particular, to reach a settlement – ​​without the supplier’s consent.

8.3. The supplier’s indemnification obligation covers all expenses necessarily incurred by the purchaser arising from or in connection with a claim by a third party.

9. Environmental protection

The supplier guarantees compliance with all applicable environmental protection regulations in the Federal Republic of Germany when delivering products.
The following substances must not
be present in the products delivered to the customer: PCT (polychlorinated tetraphenylenes), PBDE (polybrominated diphenyl ethers), SCCP (short-chain chlorinated paraffins), and nonylphenol.
The following substances must be avoided: chromium(VI) compounds, cobalt chloride, isocyanate, phthalates (BBP, DBP, DEHP), polyvinyl chloride, organotin compounds, and triphenyl phosphate (TTP). Should these substances be unavoidable and present in the offered and delivered products, the supplier is obligated to inform the customer separately.

10. Retention of title – Provision

10.1. Upon delivery of the goods supplied by the supplier, the customer acquires immediate ownership of the delivered goods. We do not recognize any retention of title by the supplier, including any extended or prolonged retention of title by its own suppliers.

10.2. If the customer provides parts to the supplier for processing or transformation, the customer retains title to the provided items. The processing or transformation by the supplier is carried out on behalf of the customer. If the goods subject to retention of title are processed with other items not belonging to the customer, the customer acquires co-ownership of the new item in proportion to the value of the customer’s item relative to the other processed items at the time of processing.

11. Place of jurisdiction – Place of performance – Partial invalidity

11.1. If the supplier is a merchant, a legal entity under public law, or a special fund under public law and has its registered office in Germany, our place of business shall be the place of jurisdiction. However, we are also entitled to bring legal action against the supplier at its registered office.

11.2. If the supplier has its registered office abroad, all disputes arising from the contract or its validity will be decided before the ordinary courts, provided the value in dispute does not exceed €50,000. The place of jurisdiction is our registered office; however, we are also entitled to bring legal action against the supplier at its registered office.

For disputes exceeding €50,000, all arbitrations will be finally settled according to the Arbitration Rules of the German Institution of Arbitration (DIS), to the exclusion of recourse to the ordinary courts. For disputes up to €250,000, a single arbitrator will decide; for disputes exceeding €250,000, a three-member arbitral tribunal will decide.

The decisive factor is the amount in dispute at the time the lawsuit is filed; a subsequent increase or decrease in the amount in dispute does not affect the jurisdiction of the court called upon.

The place of arbitration is the supplier’s registered office. The language of the arbitration is German, unless the contract is written in another language, in which case that language shall be the language of the arbitration.

11.3. If the supplier is a merchant, a legal entity under public law or a special fund under public law, the supplier’s place of business shall be the place of performance.

11.4. The law of the Federal Republic of Germany shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.5. If any provision of these General Terms and Conditions of Purchase or any provision within other agreements is or becomes invalid, the validity of all other provisions or agreements shall not be affected.