§ 1 General - Scope of application

1. The validity of our general terms and conditions of purchase is exclusive. We refuse to recognize any contradicting terms and conditions or terms and conditions deviating from our own unless we have explicitly agreed and consented to their validity. Our general terms and conditions of purchase shall be operative and prevail even if we, in full knowledge of any such contradicting or deviating terms and conditions of our supplier, accept the delivery of this supplier without any reservation.

2. All agreements made between us and the supplier for the purpose of performing this contract are stipulated in writing in this contract.

3. Our conditions of purchase only apply to merchants in the sense of § 24 AGBG.

4. Our purchasing conditions also apply to all future transactions with the supplier. 

§ 2 Offer – Offer documents

1. We reserve the right to cancel at any time the placed order if this is not confirmed within 8 days after receipt by the supplier. A deviation from our order is permitted only with our express written consent.

2. We reserve the title to all illustrations, drawings, calculations and other documents. They may not be disclosed to any third party without our explicit prior written consent.These documents shall only be used for manufacturing the parts ordered by us, and shall be returned to us without any specific request upon completion of the order. They must be kept secret from third parties.

§ 3 Prices – Payment

1. The prices specified in the order are binding. In the absence of any other written agreement, the price includes carriage-paid delivery and packaging either one to the registered office of the purchaser or the specified place of destination, including packaging. The return of packaging material shall be subject to a special agreement. 

2. VAT shall be shown separately on every invoice.

3. Invoices shall be sent to us in duplicate with ordering date, immediately after delivery. Invoices may not be enclosed to the delivered goods but must be sent by separate post. We shall only be able to process invoices if these accordingly indicate the stated order number and the part numbers specified in our order. The supplier shall be responsible for all consequences resulting from failure to comply with this obligation.

4. Invoices which do not comply with the legal requirements will be returned unprocessed to the supplier.

5. Unless otherwise agreed in writing, we shall pay the purchase price within 10 days less 3% discount, within 30 days less 2% discount or within 90 days net cash. We reserve the right to pay the invoice of the supplier by bank transfer, check or discountable bills. We hereby assume any expenses and fees related thereto.   

6. We shall be entitled to the full range of set-off and retention rights stipulated by law.

7. The assignment of claims against us is excluded.

§ 4 Delivery Time, Delayed Delivery

1. The delivery time specified in the purchase order is binding.

2. The supplier is obliged to send us without delay a written notification on circumstances arising or becoming recognisable to him from which is evident that the date(s) of delivery requested cannot be met.

3. In case of default of delivery, we are entitled to levy a weekly flat charge for late delivery at a rate of 1% of the value of the delivery, though not exceeding 10 %; we reserve the right to take further legal action. The supplier is entitled to provide evidence that the actual loss or damage caused by the delay was non-existent, or significantly lower than claimed.

§ 5 Transfer of risk – Documents

1. Unless agreed upon differently in writing, delivery shall be made „free domicile“. The transport of the goods to our works premises or any other specified place of destination is made at the risk of the supplier.

2. A dispatch note must be sent to us immediately on departure of each consignment. Each delivery is to be accompanied by a delivery note. The dispatch note and the delivery note must include our order details, the features and quantity of the delivered goods according to our order. In the event of partial deliveries, the remaining quantity to be delivered has to be indicated. We reserve the right to send back – or store with a Third Party - at supplier's risk and expense all products received at our plant in advance of the schedule shown on the purchase order.

§ 6 Inspection of Defects, Warranty

1. We are committed to inspect the goods for possible deviations in quality or quantity within a reasonable period. The complaint is deemed timely if received by the supplier within 5 working days.

2.  We shall have an unrestricted right to use the statutory claims for defects. In any case we shall have the option to demand from the supplier either the correction of the defects or the delivery of a new item. In this case, the supplier shall be obliged to take over all the expenditures necessary to correct or replace the defect. We expressly reserve the right to claim compensation, in particular compensation for non-performance.

3. The guarantee obligation amounts to 60 months, calculated from the transfer of risk. This corresponds to our own warranty obligation in the sun protection field.     

§ 7 Product Liability · Indemnity

1. If the supplier is responsible for product damage, he is obliged to indemnify us from third party damage claims upon first request indemnify, as the cause is within his control and organization and he is liable in the external relationship.

2. In this context, the supplier shall also, pursuant to §§ 683, 670 BGB (German Civil Code), reimburse us for any and all costs resulting of or in connection with product call-backs carried out by him or by his customers. The Buyer will – as far as this is possible and reasonable – inform the Contractor of the content and extent of the product call-back and will ask the Contractor for his comments.

§ 8 Property rights

1. The supplier guarantees that, in connection with his delivery, no third party rights will be violated within the Federal Republic of Germany, the European Union and the European economic area.

2. If claims are asserted against us by a third party due to such infringement, the supplier shall be obliged to indemnify us from these claims upon first request; we are  entitled to conclude any agreements with the third party in particular to make a compromise without the consent of the supplier.

3. The duty of the supplier to indemnify shall refer to all expenses which we necessarily incur through or in context with the assertion of claims against us by third parties. 

§ 9 Reservation of proprietary rights - Supply - Tools – Confidentiality

1. Insofar as we provide parts to the supplier, we reserve the right of ownership. If we agree to pay for the tools, these tools will go immediately after payment of the full or partial cost in our property and in our sole authority over. The processing or transformation of any objects by the supplier shall always be carried out for us. 

2.  If the parts made available by us or processed for us are mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of our goods subject to retention of title to the value of the other objects mixed at the time of mixing. If the mixing is carried out in such a way that the supplier’s object is to be seen as the main object, the supplier shall assign proportional co-ownership of the new object to us. The supplier shall keep such solely owned or co-owned objects in safe custody for us.

3. We shall retain title to tools that we supplied or that have been processed for us; the supplier shall be under a duty to use the tools exclusively for the manufacture of the goods ordered by us. The supplier shall be under a duty, at his own expense, to insure tools against fire, water and theft damage at the replacement value. The supplier shall be under a duty to carry out on our tools any servicing or inspections that might prove necessary, as well as all maintenance and repairs, in good time and at his own expense. He shall immediately inform us of any malfunctions; if the supplier culpably neglects to do so, claims for damages remain unaffected.

4. The supplier shall be under a duty to keep all diagrams, drawings, calculations and other documents he receives strictly confidential. They may only be disclosed to third parties with our express consent in writing. The undertaking as to confidentiality shall also apply after fulfilment of this contract; it shall lapse when and to the extent the production knowledge contained in the diagrams, drawings, calculations and other documents has become generally known.

§ 10 Place of jurisdiction – Place of fulfilment

1. If the supplier is a general merchant, our place of business shall be the place of jurisdiction; however, we shall also have the right to institute proceedings against the Supplier at the court where he is domiciled.

2. Unless the order confirmation says otherwise, our place of business shall be the place of fulfilment.

3. German law shall apply.

4. Commitments made verbally or by telephone as well as agreements or contract amendments are invalid without the written confirmation of the seller. This also applies if this requirement for written form is to be waived. 

(As of January 2012)