The Supplier‘s acceptance of our order shall be deemed to constitute its acceptance of the conditions referred to hereinafter. They shall apply to every order. Deviating conditions of business issued by the Supplier shall be expressly superseded through accepting the order.

a) The Supplier ‘s offer shall conform to the inquiry made by the Purchaser. Deviations shall be expressly referred to. The offer is free of charge for the Purchaser and not binding.

An order shall be deemed accepted if confirmed by a written order that has been duly signed. Oral declarations, modifications or amendments shall not be binding on the Purchaser unless and to the extent they are expressly confirmed by the Purchaser in writing.

b) Drawings, patterns and/or models etc. provided to the Supplier in connection with making its offer or otherwise within the framework of the co-operation or made according to the specifications provided by the Purchaser shall remain the Purchaser’s property and/ or title therein shall be transferred to the Purchaser upon request.

They shall not be used for third parties and shall be returned to the Purchaser upon completion of the order or if otherwise so requested. The Supplier warrants that the execution of the order does not infringe third parties’ property rights.

Unless otherwise agreed in writing, prices are carriage paid, including packaging (DDU cf. Incoterms 2000). Unless otherwise agreed, payment shall be made twice a month after the goods have reached the Purchaser and/or the agreed services have been rendered, and the invoice has been sent, as follows:

- applying a 3% discount, on the 15th day with respect to invoices received from the 24th day of the preceding month to the 8th day of the current month,

- on the 30th day with respect to invoices received from the 9th to the 23rd day of the current month, or

- 30 days net following receipt of the invoice.

Invoices with extended term of payment shall be payable in the same way, taking, however, into account the extended term. Any payment, however, shall be subject to the non-defective delivery of the goods and/or the non-defective provision of services.
The Purchaser shall be entitled to set off any claims it may have against the Supplier against any claims the Supplier has with respect to the Purchaser.
Payment of an invoice by the Purchaser shall not constitute acceptance in any way, including, but not limited to matters of quality, price, defects or other properties of the goods.

Transport insurance shall be provided by the Supplier up to the named place of destination. Premiums invoiced by carriers will not be paid by the Purchaser.

The delivery date specified in the order is binding.
The timeliness of a delivery shall be determined by the time when the goods are received at the place designated by the Purchaser, or, in the case of deliveries including assembly and installation or services, when these have received acceptance.
The Supplier shall inform the Purchaser without undue delay in writing if circumstances occur or come to its notice from which it ensues that the agreed time for delivery cannot be observed.
Non-adherence to agreed delivery periods shall entitle the Purchaser to set an appropriate remedial period, upon the unsuccessful expiry of which the Purchaser may withdraw from the contract and/or claim damages for non-fulfillment.

The Supplier shall be liable for a period of 2 years for goods and services provided. To the extent that goods ordered are to meet specific characteristics or are to be used for a purpose specified in the order, the Supplier herewith expressly guarantees the existence of the characteristics and/or the usability. The Supplier shall, at the option of the Purchaser, remove defects or replace defective goods/services at its own cost.

In urgent cases, the Purchaser shall be entitled to remove the defects by itself or have them removed or to otherwise procure a replacement at the cost of the Supplier.

If the Supplier fails to fulfill its duty to remove the defect or provide a replacement with an appropriate period set by the Purchaser, or finds itself unable to do so, the Purchaser shall be entitled to withdraw from the contract in whole or in part, demand a reduction of the price, remove or have the defect removed or a replacement furnished by itself at the cost of the Supplier and/or claim damages for non-fulfilment.

Notifications of defects are deemed to be made in time if received by the Supplier within 7 (seven) calendar days following delivery and/or provision of services or, in the case of hidden defects within 7 (seven) calendar days following their detection. Defective goods are returned at the risk and expense of the Supplier.

Full title in the goods shall pass to the Purchaser upon arrival of the goods at the place of delivery or if handed over to an agent especially appointed by the Purchaser and the Supplier shall retain no rights whatsoever. To this effect, the Supplier herewith declares that it is entitled to unconditionally assign the underlying title(s).

The Supplier expressly guarantees (as a warranted quality pursuant to the German Civil Code) that the goods supplied comply with the requirements stipulated in Section 2 para 1, first sentence of the regulations for the Prevention of Industrial Accidents of the Workers’ Compensation Insurance of the German Chemical Industry as well as with the Act on Technical Work Tools (Machinery Protection Act); Federal Gazette No. l,1968 l, page 717) in the then applicable version, including any decrees enacted as a result thereof. Protective devices necessary according to these sets of rules shall be supplied by the Supplier.
In the case of new installations and major rebuildings, the Supplier shall be obliged to furnish a CE conformity declaration.

The Supplier expressly guarantees (as a warranted quality pursuant to the German Civil Code) that the devices comply with the Rules of the Association for Electrical, Electronic & Information Technologies (VDE) and/or the Act on Technical Work Tools in their then applicable version, including any decrees enacted as a result thereof.
In the case of new installations and major rebuildings, the Supplier shall be obliged to furnish a CE conformity declaration.

shall be sent in duplicate and to the Purchaser alone. Invoices shall not be packed together with the goods. The bill of delivery and the invoice shall always indicate the agreed delivery date, the order code, the article numbers and the date.

An assignment of claims shall be excluded and will not be recognized by the Purchaser.

To the extent that the Supplier is responsible for a defect caused by the product, it shall be obliged to hold the Purchaser harmless on first demand for any related claims made by third parties, provided that the underlying reason is attributable to its domain and organizational sphere and that it is solely externally liable.

The Supplier shall have a product liability insurance with a covered amount of indemnity of 10 (ten) million EUR per incident; exceeding claims for damages on the part of the Purchaser shall remain unaffected.

The Supplier guarantees that third parties’ rights are not affected by the delivery in the Federal Republic of Germany. The Supplier shall hold the Purchaser harmless for any such claims of third parties against the Purchaser upon first written request; the Purchaser shall be entitled to negotiate and agree with such a third party – without the Supplier’s consent – including a settlement of the matter. The Supplier’s duty to hold the Purchaser harmless applies to all necessary expenses incurred by the Purchaser as a result of or in connection with the claim lodged by the third party
The prescription period shall be ten years, counted form the date of the conclusion of the contract.

Place of performance and place of jurisdiction for all claims arising in connection with the business relationship is Worms, Germany, or as the case may be, the court competent for Worms. The applicable law shall be the law of the Federal Republic of Germany, excluding the Vienna Convention (CISG) and/or any other bilateral or international conventions on the unification of sales law. Oral agreements do not exist.

In the event of a provision of the present Conditions of Purchase being invalid, the Parties shall replace the ineffective provision by a provision that is nearest to the economic purpose of the ineffective provision. The invalidity of a provision shall not invalidate the effectiveness of any other provision(s).