Our Policies

General Terms and Conditions of Sale ZECK GmbH

Version as of: May 2022

I.    General

  1.  All goods, services and quotations are provided exclusively on the basis of these Terms and Conditions. In the case of permanent business relationships these terms and conditions also apply to future transactions to which no specific reference is made if they were included in an order earlier confirmed by the Vendor. Differing terms and conditions on the part of the Purchaser not acknowledged expressly in writing by the Vendor are not binding on the latter even if not expressly rejected by him.
  2.  Orders are binding only on the basis of the Vendor’s order confirmation. Amendments and addenda must be in writing. All quotations are subject to change without notice unless designated binding offers.
  3.  The Purchaser's order is binding on him for a period of 6 weeks. The said period commences upon receipt of order by the Vendor.
  4.  Should any provision contained in our General Terms and Conditions of Sale prove to be or become invalid the validity of all remaining provisions shall not be thereby affected.
  5.  Rights and obligations flowing from business relations with the Vendor may only be transferred to third parties with the written approval of the Vendor.

II.    Prices

  1. If nothing to the contrary emerges from the Confirmation of Order our prices are "ex stock" or "ex works" and exclusive of shipping and handling charges, customs or excise duty, packaging and are liable to the prevailing rate of statutory VAT.
  2.  If the price of an individual cost element changes (for example one or more preliminary products or the wage or tariff costs) within the time period after submission of the order confirmation but before notification of readiness for dispatch, the price of the end product shall also change. However, only to the proportionate extent for the respective preliminary product which it has on the price of the end product. Upon request, the Purchaser shall be provided with corresponding evidence of the cost increase.
  3. In the case of new orders (= follow-on orders) the Vendor is not bound to abide by previous prices.
  4. For pricing the respective weights and quantities calculated by the Vendor are definitive.
  5.  In the absence of agreement to the contrary prices are stated in EURO.

III.    Payment Terms

  1.  Unless otherwise agreed upon, payments have to be made by bank transfer in euros indicating the invoice number to the bank account specified in the invoice.
  2.  The purchase price for deliveries or other services is payable without deductions in accordance with the terms of payment stipulated on the invoice. Any agreed cash discount is subject to the settlement of all earlier due undisputed invoices. No cash discount is granted for contingent payments.
  3. The agreed purchase price shall become due on the agreed payment date without further reminder. In the event of non-payment, interest shall be charged on the purchase price. The interest rate shall be nine percentage points above the respective base rate of the ECB (European Central Bank). The amount of interest is due immediately. The seller is entitled to assign the claim he has against the buyer and/or to instruct third parties to collect it.
  4. The buyer may only set off claims against the seller or assert a right of retention if such claims are undisputed, have been legally established or have been acknowledged.
  5. Should it become apparent, after conclusion of the sale contract, that our claim to the purchase price is jeopardized by the buyer's inability to pay (e.g. by filing for insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (in accordance with § 321 BGB, Bürgerliches Gesetzbuch, German Civil Code). Should the sale contract contain manufacturing of unjustifiable items (custom-made products), we may declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected.
  6. Payments of the buyer will always - notwithstanding differing terms of payment of the client - first be entered against default interest and charges of the oldest outstanding claims of the seller against the buyer.

IV.    Obligations to supply and accept delivery

  1. Details in respect of delivery dates are not binding. Delivery dates are only binding if agreed in writing and expressly designated as binding. Upon notification of readiness for shipment the delivery date is deemed observed if shipment fails to take place in the absence of blame on the part of the Vendor. Any delivery date agreed shall be extended as appropriate if the Purchaser fails to fulfil acts of cooperation incumbent upon him or fails to provide the same in time, in particular if:
  •  The Purchaser fails to provide information or documentation needed by the Vendor to fulfil the contract or if the Purchaser amends such information or documentation retrospectively and thereby causes a delay in provision of goods or services.
  • The Purchaser or third parties fall into arrears with preliminary work incumbent upon them.
  •  The Purchaser fails to make agreed payments in time.

2. Should the Vendor fall into default in delivery the Purchaser shall be entitled, following establishment of an appropriate period of grace for delivery, to withdraw from the contract. Damages claims are excluded unless the Vendor acts with intent or is guilty of gross negligence.

3. Appropriate partial deliveries are permissible.

4.  In the case of call-off orders with no agreement of term, production batch sizes or delivery acceptance dates the Vendor may demand binding definition in that regard three months following confirmation of order. Should the Purchaser fail to meet the said request within three weeks the Vendor shall be entitled to set a two-week period of grace and following expiry thereof to withdraw from the Contract without prejudice to the right to claim damages. Advance payments made shall be refunded minus costs incurred and damages claims.

5. Should the Purchaser fail to meet his obligation to take delivery the Vendor, without prejudice to any other rights and following an appropriate period of grace to accept delivery, shall be entitled to withdraw from the contract and to demand damages. The Vendor shall be entitled to freely sell the goods concerned.

6. In the event of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible, e.g. difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of means of transport, official interventions (e.g. official plant closures or sanctions against the seller or third parties), energy supply difficulties, pandemics/epidemics and/or war/armed conflicts etc., even if they occur with sub-suppliers, the delivery period shall be extended to a reasonable time frame if the Seller is prevented from fulfilling his obligations in a timely manner. If supply of goods or services is rendered impossible or unreasonable as a result of the above circumstances the Vendor shall be released from the obligation to supply. Should the delivery date be extended or should the Vendor be released from the obligation to supply the Purchaser may not base any damages claims thereon. The Vendor may only have recourse to the circumstances cited if he informs the Purchaser immediately. Any advance payments made by the Purchaser shall be refunded by the Vendor immediately.

V.    Packaging, containers, shipment and transfer of risk

  1. In the absence of agreement to the contrary choice of packing, shipment route, nature of transportation and containers shall be at the Vendor's sole discretion. If containers or pallets are provided by the Vendor these are provided on a loan basis and must be returned to the Vendor immediately, otherwise the Vendor shall be entitled to invoice the said containers/pallets to the Purchaser at appropriate prices.
  2. If provision of containers by the Purchaser is agreed the said containers must be received at the Vendors dispatch point in good time and free of charge. The Vendor is under no obligation to examine, clean or repair, but is entitled to charge this to the Purchaser however.
  3. Risk shall transfer to the Purchaser including in the case of carriage paid delivery at the point of departure from the supplying factory. In the event of delays in shipment for which the Purchaser is responsible, risk transfers at the point of notification of readiness for shipment.

VI.    Retention of Title

  1. Goods remain the property of the Vendors up to the point where all claims due to the Vendor from the Purchaser are met even if the purchase price has been paid for specifically itemized accounts receivable. In the case of running accounts the reserved title to the goods (goods subject to reservation of title) shall be deemed to act as security for the Vendor’s account balance.
  2. Any adaptation or processing on the part of the Purchaser shall be to the exclusion of acquisition of title under Sec. 950 BGB as authorized by the Vendor and the latter shall accordingly acquire joint title in the ratio of the net invoice value of the adapted or processed item to the resultant item, which shall serve as goods subject to reservation of title as security for the Vendor’s claims as defined in Para. 1.
  3. In the event of adaptation (combination/amalgamation) by the Purchaser with other goods not belonging to the Vendor the provisions contained in Secs. 947 and 948 BGB shall apply with the consequence that the proportion of the Vendor’s joint title in respect of the new item shall thenceforth apply as goods subject to reservation of title as defined in this present condition.
  4. The Purchaser is permitted to utilize and use goods subject to reservation of title in the normal course of business operations. The latter must be adequately insured for the duration of reservation of title against liability risks and the eventuality of damage or loss with the proviso that rights ensuing from the insurance are due to the Vendor. Any corresponding evidence of concluding such insurance cover shall be provided by the Purchaser. Should the Purchaser fail to arrange the said insurance cover by at the latest the point of delivery of the goods the Vendor shall be accordingly entitled to insure the goods subject to reservation of title himself – at the Purchaser’s cost.
  5. For the duration of the period of reservation of title the Purchaser hereby undertakes to maintain the goods subject to reservation of title in proper condition at his own cost, to immediately lastingly rectify all damage occurring immediately and to desist from any form of use which might lead to excessive wear and tear or unusual damage to the goods subject to reservation of title.
  6. In general terms the Purchaser is forbidden to resell goods subject to reservation of title in the normal course of business.
  7. Should the value of securities furnished for the Vendor exceed the latter’s total accounts due by more than 20% the Vendor hereby undertakes at the Purchaser’s request to release securities at the Vendor’s choice.
  8.  Forms of distrain or confiscation of goods subject to reservation of title by third parties must be notified to the Vendor immediately. Intervention costs incurred as a result shall in all cases be charged to the Purchaser unless borne by third parties.
  9.  In the event of payment default on the part of the Purchaser and after establishing an appropriate 7-day period of grace the Vendor shall be entitled to revoke authorization in respect of use, processing, combination and amalgamation under Paras. 2 to 5 with immediate effect. In such event the Purchaser undertakes at the Vendor’s request to surrender the goods subject to reservation of title immediately.
  10.  If the Vendor exercises his retention of title under the above provisions by recovering goods subject to retention of title he shall be entitled to freely sell or have auctioned the said goods subject to retention of title. Recovery of goods subject to retention of title shall be at the rate of proceeds achieved subject however to a maximum of the delivery prices agreed. The right to further damages claims, in particular lost profit, is reserved. Recovery of goods subject to retention of title only involves withdrawal from the contract if this is expressly stated by the Vendor in writing. Any Vendor claims (such as damages on the basis of lost profit) shall initially be offset against payments already made by the Purchaser.

VII.    Guarantee

  1.  Agreements regarding the properties and condition of the item supplied must be stated in writing in the confirmation of order. Reference to technical standards shall serve as the specification. Details contained in product descriptions, brochures and technical information sheets including assembly instructions are non-binding.
  2.  If the Vendor has acted as consultant to the Purchaser outside his contractual services he shall be liable for the functionality and suitability of the item supplied only in the event of express written assurance. Definitive is the state of the art at the point in time of order acceptance. In respect of the Vendor’s liability for damages VIII 8 applies.
  3.  The Purchaser must check whether the goods supplied are of the contractually agreed properties and condition and are fit for the intended operational purpose. Deliveries must in all cases be examined in the presence of the delivery agent for completeness and cases of damage. Any cases of quantitative shortfall/damage must be clearly certified by the delivery agent in the accompanying paperwork.
  4.  Notices of defect must be claimed against the Vendor immediately following receipt of delivery and in the case of hidden defects immediately upon discovery.
  5.  Defect claims are time-barred 12 months from the point of acceptance of delivery; at the latest with effect from transfer of risk. The Vendor is not liable for any guarantee as to when and to what extent the Purchaser can have recourse vis-à-vis his customer in respect of time-barring of defect claims. For parts installed during rectification work defect claims are time-barred with time-barring of defect claims in respect of the item purchased, at the earliest one year from installation. For used items no defect guarantee is assumed by the Vendor.
  6.  In the case of justified defect notifications, the Vendor undertakes to perform rectification work or replacement free of charge at his own discretion. Should he fail to meet these obligations within an appropriate period of grace the Purchaser shall be entitled following expiry to no avail of an appropriate period of grace either to reduce the purchase price or to withdraw from the contract. Parts replaced shall be returned to the Vendor on request freight collect.
  7. The Vendor shall bear the costs of rectification or installation of spare parts at the Vendor’s factory or at a Vendor’s authorized service workshop. The Purchaser shall convey or send the goods the subject of complaint following notification of the workshop responsible to that location at his own cost. Should the defect complaint prove to be justified the Vendor shall refund the costs of the most economical means of shipment of the goods the subject of complaint. Rectification or replacement part installation costs at the installation location of the purchase item shall be borne by the Vendor only in the event of a separate agreement in this regard. Costs incurred due to the fact that the purchase item was transferred by the Purchaser to a location other than the original delivery location shall in any event be charged to the Purchaser and similarly costs for necessary replacement of consumables or materials subject to wear and tear such as lubricants, hydraulic oil, filters and the like. Costs for replacement machinery or stoppage costs in respect of the purchase item for the duration of rectification work shall only borne by the Vendor if and to the extent that he has caused such costs through intent or gross negligence. 

        In no event, there will be liability for consequential damages, mere pecuniary damages and lost profits.

    8. No defect claims exist if the fault is caused by

  • Overstressing or improper treatment of the purchase item.
  • Natural wear and tear or adjustments
  • Failure to follow regulations in respect of treatment, servicing and maintenance of the purchase item (e.g. in accordance with operating instructions, maintenance schedules) or failure to comply with specialist and timely implementation of customer services. 
  • Undertaking modifications or corrective maintenance by the Purchaser in the absence of prior consent on the part of the Vendor, in particular fitting parts.
  • Undertaking customer services, servicing and maintenance work by a company not authorized by the Vendor.

    9. In all the above cases the guarantee for the entire machine/plant lapses 

      10. Only in order to prevent disproportionately major damage is the Purchaser entitled, following prior agreement with the Vendor, to undertake rectification himself and to request compensation of appropriate costs in that regard.

       11. The sale of used machines and accessories shall be effected without warranties of any kind. This exclusion does not apply to claims for damages caused by intentional or gross negligence by the seller as   well as in case of loss of life, physical injury or damage to health.

VIII.    General limitation of liability

In all cases in which the Vendor is liable for damages contrary to the above provisions on grounds of the contractual or statutory basis of the claim - i.e. also as a result of unlawful action - he shall be liable only if he, his legal representatives or vicarious agents are guilty of intent or gross negligence. This limitation of liability does not apply in the event of damages arising from injury to life, physical injury or injury to health attributable to negligent breach of obligation on the part of the Purchaser or any intentional or negligent breach of obligation on the part of any legal representative or vicarious agent of the Vendor.

IX.    Place of Performance and Legal Venue

  1.  Place of performance for all mutual obligations of the parties is Schesslitz, Germany.
  2.  Legal venue is Bamberg, including for actions in the documentary evidence, cheque or bills of exchange process. The Vendor is also entitled however to bring an action at the domicile of the Purchaser.
  3. The definitive contractual language is German.
  4. The laws of the Federal Republic of Germany apply. Application of the UN Convention on the International Sale of Goods is excluded.

General Terms and Conditions of Purchase

Version as of:  04/19/2022

§ 1 General / Scope of Validity
The following Terms and Conditions shall apply exclusively to all our purchase orders – including future purchase orders of the same kind – in the absence of deviating agreements in individual cases, without us having to refer to these Terms and Conditions in each individual case. 

The Supplier’s deviating, conflicting or supplementary terms and conditions shall only become part of the contract to the extent that we have expressly agreed to the validity of the same in writing. Unconditional acceptance of deliveries does not constitute consent. 

Individual agreements made in individual cases shall take precedence over our Terms and Conditions if they have been made in writing or confirmed by us in writing.

Our Terms and Conditions of Purchase shall apply exclusively to entrepreneurs.
§ 2 Purchase Order / Purchase Order Documents
The content, type and scope of the goods shall be determined by our purchase order and, if applicable, the specifications and production documents (drawings, samples, etc.) provided by us or the specifications and production documents provided by the Supplier to us and confirmed by us in writing. 

The Supplier’s obligation to check all purchase order documents and other contractual documents to ensure that they are complete, correct and suitable for the intended purpose and to immediately notify us in writing of any discrepancies or errors, as well as the Supplier’s own responsibility for performance, shall remain unaffected by this circumstance. 

The Supplier is obligated to confirm our purchase order within a period of two weeks.

§ 3 Prices / Invoicing / Terms of Payment
The price stated in the purchase order is binding. 

Unless agreed otherwise in writing, the price includes free delivery and packaging. 
Return of empties and packaging material, unless the packaging is disposable, shall be carriage forward at the Supplier’s expense.

The prices do not include the statutory value-added tax at the applicable rate.

We can only process invoices if we receive them separately from the delivery of goods and if they – in accordance with the specifications set out in our purchase order – state the purchase order number shown there.
Our model number must be included with each item on the invoice if one is included in our purchase order. 

If the invoice refers to goods listed in different purchase orders, it must be stated which purchase order was executed with the delivery in each case.

The Supplier shall be responsible for all consequences arising from failure to comply with this obligation unless it can prove that it is not responsible for them.

Unless agreed otherwise in writing, we shall pay the purchase price within 14 days with a 2% discount or within 30 days of receipt of the invoice without a deduction.

We shall be entitled to offsetting and retention rights, as well as the right to defend ourselves against non-performance of the contract, to the extent provided by law; in particular, we may withhold payments due as long as we are entitled to claims against the Supplier arising from incomplete or defective deliveries.

We are entitled to assign all claims arising from the purchase contract without the Supplier’s consent. 
The Supplier is not entitled to assign claims arising from the contractual relationship to third parties without our prior written consent.

§ 4 Delivery / Delivery Time / Delayed Delivery
Agreed delivery deadlines are binding; the Supplier guarantees punctual delivery.

The Supplier is obligated to immediately inform us in writing if it is unlikely to be able to meet agreed delivery times – for whatever reason. If the Supplier is in default, we shall be entitled to the legal claims and rights.

Furthermore, delayed delivery entitles us to demand, as a contractual penalty, 1% of the net price of the entire purchase order for each full week of exceeding the delivery time, but no more than 5% of the net price of the entire purchase order.
This shall apply mutatis mutandis if there is a delay with regard to partial deliveries. Claims for damages remain unaffected by this provision.
A contractual penalty paid shall be offset against a claim for damages. If we accept delayed performance, we must claim the contractual penalty with the final payment at the latest.
If we demand damages, the Supplier shall have the right to prove to us that it is not responsible for a breach of obligations.
Additional freight costs for urgent and express shipments that arise as a result of failure to comply with the agreed delivery deadline shall be borne by the Supplier.

§ 5 Shipping / Packaging / Transfer of Risk / Freight Documents
Shipment shall be made at the Supplier’s risk and within Germany free to the location specified in the purchase order, otherwise DDP according to the Incoterms 2010 rules.
This also applies to any returns. The Supplier shall be liable for compliance with specified shipping instructions.

If ex-works delivery has been agreed, it must be clarified with the customer whether the goods are to be shipped in accordance with the customer’s routing order.
We are waiver customers for delivery covered by freight forwarding, logistics and warehousing insurance.

The risk shall pass to us on handover of the goods to us or the agreed receiving agency. In the case of machines and technical equipment, as well as in the case of an agreed functional test or acceptance, the risk shall not pass to us until we have confirmed in writing that the functional test or acceptance has been carried out without any problems.

The Supplier shall use environmentally friendly packaging as far as possible.

The Supplier shall enclose a delivery note with each delivery, stating our purchase order number, the model number, the quantity and the description of the goods, insofar as they are stated in our purchase order. Otherwise, we shall be entitled to refuse acceptance without this giving rise to any claims on the Supplier’s part.
Any costs resulting from this shall be borne by the Supplier.

§ 6 Quality
We expect the Supplier to constantly align the quality of its products to be delivered to us with the latest state of the art in technology and to point out potential improvements and technical changes to us. However, changes to the deliverable require our prior written consent in any case.

The Supplier guarantees and warrants production in accordance with our announced technical specifications, as well as the respectively valid and applicable ISO standards, European and German standards, legal regulations (particularly set out in the German Product Safety Act) and trade association guidelines and the like. These are also without express agreement as to the quality standard of the goods.

The deliveries must correspond to the purchase order in terms of performance, scope and classification.
We shall be entitled to demand changes with regard to design, delivery and delivery time in the case of purchase orders and blanket orders that have not been fully fulfilled yet, provided that we have a comprehensible interest in doing so, the Supplier is technically capable of implementing any changes and the requested changes are reasonable for the Supplier.

Insofar as the Supplier provides services on our premises, it shall comply with our relevant regulations (e.g. house rules, safety regulations), which we shall make available to it on request. Materials for services may only be stored following prior consultation with us. Workstations are to be maintained in an accident-proof condition at all times and left tidy and clean at the end of each day’s work.

The Supplier shall name its upstream suppliers to us on request. We may reject an upstream supplier for due cause. We shall coordinate with the Supplier if this results in postponements or changes in costs.

For a period of at least ten years following delivery of the goods, the Supplier shall supply us with spare and replacement parts at market prices. If the Supplier intends to discontinue production of these spare and replacement parts, it shall inform us – without prejudice to the obligation pursuant to sentence 1 – at least three months before production is discontinued.

Without our prior written consent, the Supplier shall not be entitled to have the performance it owes rendered by third parties (e.g. subcontractors).

Any goods containing or releasing substances that require registration or authorization according to Regulation EC 1907/2006 dated 18 December 2006 (REACH Regulation) including subsequent amendments and modifications at the time of delivery to us must be registered or authorized. With each delivery, the Supplier shall provide us with an up-to-date, complete safety data sheet that complies with the requirements set out in the REACH Regulation, even if this is not mandatory under the REACH Regulation.  

§ 7 Inspection for Defects / Liability for Defects
We are obligated to randomly inspect the goods within a reasonable period of time for recognizable deviations in quality and quantity; the complaint is timely if it is received by the Supplier within a period of 10 working days, calculated from receipt of the goods or, in the case of latent defects, from discovery.
We shall be entitled to the legal claims for defects in full.
In any case, we shall be entitled to demand from the Supplier, at our discretion, remedy of the defect or delivery of a new item. The right to claim damages, in particular damages in lieu of performance, is expressly reserved.
The costs of subsequent performance (§ 439 (2) of the German Civil Code) also include removal and reinstallation costs, costs of searching for defects and sorting costs on our and our customers’ premises.
We shall be entitled to remedy the defect ourselves at the Supplier’s expense if there is imminent danger or particular urgency.

The limitation period for our claims due to a material defect is 2 years and, for our claims due to a defect of title, 4 years from delivery or acceptance. Longer limitation periods due to other claims that are not based on a defect in the goods themselves shall remain unaffected. The statutory limitation period for claims in rem for the return of goods (§ 438 (1) (1) of the German Civil Code) shall also remain unaffected. 

Defective parts of the goods shall remain at our disposal until they are replaced; they shall become the Supplier’s property on replacement.

§ 8 Product Liability / Indemnification / Liability Insurance Coverage
Insofar as the Supplier is responsible for product damage, it shall be obligated to indemnify us with regard to third-party compensation claims on first request if the cause is set in its domain and organizational area and it itself is liable vis-à-vis third parties.

In the context of its liability for damages under (1), the Supplier shall also be obligated to reimburse any expenses pursuant to Sections 683 and 670 of the German Civil Code and Sections 830, 840 and 426 of the German Civil Code arising from or in connection with a recall carried out by us. We shall inform the Supplier of the content and scope of the recall measures to be taken – insofar as doing so is feasible and reasonable – and give it the opportunity to comment. Additional legal claims shall remain unaffected.

The Supplier undertakes to maintain – as a lump sum – product liability insurance with an insured sum of €5 million per personal injury / property damage case. If we are entitled to assert further claims for damages, these shall remain unaffected.    

§ 9 Industrial Property Rights / Security Interests / Provisions / Ownership Rights
We reserve the property rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents shall be used exclusively for contractual performance and shall be returned to us or destroyed following completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The obligation to maintain secrecy shall only expire if and to the extent that the knowledge contained in the documents provided has become common knowledge. 

Tools, devices, models and other materials made available or otherwise provided by us to the Supplier or delivered directly to the Supplier on our behalf (collectively referred to as “provisions”) shall remain our property. They may not be sold, transferred by way of security, pledged, passed on or used for or made accessible to third parties without our consent. The Supplier shall insure provisions against all the usual risks at its own expense and store them as our property and separately from identical or similar items owned by third parties or the Supplier. The Supplier may only use provisions for the production of our purchase order and must return them to us immediately on request. The Supplier shall also impose these obligations on its vicarious agents.
On 15 December of each year, the Supplier shall, without being requested to do so, make an inventory of all (of the client’s) materials that are in its warehouses and send it to the client. This shall reconcile the actual stocks with the target stocks.

The Supplier shall notify us without delay of any impending seizure of materials provided by us and of any other impairment of our rights. Likewise in the event of loss or damage to provisions. 
It is obligated to separate provisions.

Any processing, mixing or combining of provisions by the Supplier shall be carried out on our behalf. If, in the event of processing, mixing or combining with items belonging to third parties, the third-party ownership rights remain, we shall acquire co-ownership of the new item in the ratio of the value of our provision to the other items.

The reproduction of models, samples or other documents provided by us to the Supplier or of those produced by the Supplier according to our specifications is only permitted insofar as doing so is necessary for processing of the quotation / performance of the delivery. Insofar as the Supplier provides such documents to an upstream supplier, the Supplier shall impose a corresponding written obligation on the upstream supplier before providing them and shall submit them to us on request.

Items manufactured according to our specifications may neither be offered nor supplied to third parties without our consent; this obligation shall continue to exist even following termination of the business relationship.

If, in connection with the execution of our purchase order, improvements are made to the provisions or other improvements are made by the Supplier based on our production documents, we shall have a free, non-exclusive right of use for our own exploitation of this improvement and any industrial property rights thereto.

We object to all forms of extended or prolonged retention of title so that any retention of title shall only apply until payment has been made for the goods delivered to us and only for such goods.

The Supplier warrants that its goods or contractual use of the same do not infringe any third-party rights.
The Supplier is aware that its goods in our machines, for example, can be sold or used by us worldwide.

If claims are asserted against us by a third party due to the infringement of industrial property rights, the Supplier shall be obligated to indemnify us against such claims on first written request; we shall not be entitled to make any agreements with the third party – without the Supplier’s consent – in particular to conclude a settlement. The Supplier’s indemnification obligation relates to all expenses necessarily incurred by us as a result of or in connection with the claim asserted by a third party. The Supplier’s aforementioned obligation to assume liability shall not apply if the Supplier has manufactured the deliverables in accordance with drawings, models or other descriptions or information equivalent thereto provided by us and does not know or, in connection with the products it develops, does not need to know that industrial property rights are thereby infringed. The limitation period for these indemnification claims is 3 years, calculated from such time that we become aware of the claim asserted by the third party.  

§ 10 Export Control 
The Supplier shall provide us as early as possible and in writing with all the information and data that we require to comply with the applicable foreign trade law in the event of export, shipment and import, as well as in the case of reselling in the event of re-export of the goods.

§ 11 Confidentiality
The Supplier is obligated to treat all commercial and technical details that it becomes aware of through the business relationship with us as trade secrets unless they are or become common knowledge. The Supplier’s vicarious agents (including employees) shall be obligated accordingly in writing; the obligations shall be submitted to us on request. 

The Supplier is only entitled to refer to an existing business relationship with us for advertising purposes with our prior written consent.

The publication of products manufactured on our behalf and according to our specifications for purposes of self-promotion by the Supplier requires our prior written consent.  

§ 12 Compliance
The Supplier shall comply with all legal and official provisions concerning working conditions. The Supplier observes the principles of the United Nations Global Compact Initiative (www.unglobalcompact.org) and the provisions set out in the International Labour Standards stipulated by the ILO (www.ilo.org), particularly concerning the minimum age of employment, the prohibition of child labour, the prohibition of forced and compulsory labour, the prevention of work-related accidents and the prohibition of discrimination.

The Supplier shall comply with the provisions set out in the German Minimum Wage Act and shall also obligate its subcontractors accordingly. It shall indemnify us against claims asserted by third parties based on its or its subcontractors’ violation of the German Minimum Wage Act.

The Supplier shall refrain from anything that may lead to criminal liability for fraud or embezzlement, insolvency offenses, offenses against competition, granting of advantages, bribery, corruptibility or other corruption offenses by persons employed by the Supplier or third parties.

The Supplier shall also contractually obligate its upstream suppliers to comply with these obligations. The Supplier shall carry out regular audits of its upstream suppliers with regard to compliance with these obligations. The Supplier shall provide us with corresponding evidence on request.

§ 13 Place of Jurisdiction / Place of Performance / Applicable Law
The place of performance and exclusive place of jurisdiction for deliveries and payments (including actions on checks), as well as for all disputes arising between the Parties from the contracts concluded between them, shall be our registered office, insofar as the Supplier is a merchant under the German Commercial Code. 
However, we are also entitled to institute proceedings against the Supplier at the location of its place of business.

The law of the Federal Republic of Germany shall apply to the exclusion of the standardized United Nations Convention on Contracts for the International Sale of Goods (UN CISG) dated 11 April 1980.

Download: General Terms and Conditions of Purchase