General Purchasing Conditions

1. Area of Validity

The following conditions are an essential part of the order and are legally binding in all details insofar as no other written agreements exist or have been made. They are also deemed recognized without express confirmation with the acceptance of the order. Varying agreements require our expression written permission in order to be valid.

2. Provision of our Order Number

The order number must be provided in all written correspondence (in all order confirmations, invoices, delivery certificates, shipping papers, freighting letters, inspection certificates, et cetera). You are responsible for all consequences resulting from not complying with this obligation.

3. Guarantees, Defective Delivery/Service

You assure that that the object of delivery corresponds with the generally recognized rules of technology, the accident prevention guidelines and process specifications as well as the generally recognized security technology and occupational health regulations. You provide a guarantee for freedom from defects (material and legal defects) of the delivered objects and/or services for a duration of 36 months insofar as nothing to the contrary is expressly agreed to.
Upon request, you will provide all require certificates (e.g. inspection certificate 2.2, food product certificate of authenticity). Technical documents (handbooks, instruction manuals) are to accompany the delivery certificates.
We will immediately notify of obvious defects with the delivery, at the latest within 5 working days after delivery. You especially bear all expenses in conjunction with the determination and remedying of defects, also insofar as these are incurred by us, particularly inspection costs, disassembly and assembly costs, transportation costs, routing costs, working costs and material costs. This is also valid insofar as the expenses increase due to the delivered object being used at a location different from the place of fulfillment, however not if this causes unreasonably high costs to occur. If necessary, you must conduct improvements or new deliveries with employees receiving overtime or working on holidays if this is necessary on our part to due to urgent operational reasons and is reasonable for you. If you culpably fail to fulfill your obligations for the defect liability within a reasonable period determined by us, we can conduct the necessary measures ourselves at your expense and risk or allow these to be conducted by a third party. In urgent cases, we can also, after discussion with you, conduct improvements ourselves or allow them to be conducted by a third party. We can remedy small defects, in fulfillment with our damage reduction obligations, ourselves without prior discussion with you without limiting your obligations for defect liability. We can then charge you with the necessary expenses. The same is valid if unusually high damages are suddenly threatening. For as long as discussions are taking place regarding the justification of our complaint, the period of guarantee of the affected system/system part is held in check from the notification of the operational disturbance until the conclusion of the discussions and/or the end of the repair work.
You are liable for ensuring that patents or other protected rights of third parties are not infringed upon by the delivery, use and operation of the delivered object. You release us from all possible claims by third parties which could be raised against us due to the infringement of these types of protected rights.
You release us from all claims from third parties due to product liability as per the German Product Liability Law or other regulations insofar as you are liable for errors to be remedied.

4. Offers

The provision of offers takes place without charge to us. Variations to this regulation require prior written agreement. Offers are to be made in writing.

5. Orders, Order Confirmation

Orders must be in written form. Oral orders or telephone agreements require written confirmation.
Every order must be confirmed in writing (reference to our order is sufficient). If the confirmation does not take place within 7 working days from the placement of the order, we are entitled to withdraw from our contract. With the order confirmation, the underlying documents of the orders, e.g. drawing, requirement specifications, et cetera, will become essential components of the contract.
With the confirmation of the order, you bindingly recognized our General Purchasing Conditions.

6. onfidentiality, Copyrights

We reserve all proprietary and copyrights for illustrations, drawings and calculations underlying an order.
The contractual partner obligates themselves to treat all non-public commercial or technical details learned through the business relationship as trade secrets. Subcontractors must be correspondingly obligated. Documents may only be made accessible to third parties with our express, written permission.

7. Prices

Insofar as no other written agreements exist, the agreed upon prices are highest prices and prohibit subsequent demands (also fees, due, et cetera).

8. Delivery Period, Penalties

The delivery periods set by us in the order are deemed as agreed to insofar as no varying order confirmation is made by you. The proper receipt of the goods and/or error-free provision of the service is decisive for the maintenance of the delivery date as well as the transference of the documentation at the receiving or usage location named by us or the timeliness of the defect-free acceptance.
If you realize that the agreed upon date cannot be complied with, you must immediately inform us of this in writing and inform us as to the reason and the presumed duration of the delay. In such cases, you will take all necessary measures so that the agreed upon delivery date can be met or that the least possible delay will take place and inform us in writing as to what you have done to contribute to this in detail and what you still plan to do.
In the event of earlier deliver than agreed to, we reserve the right to a return shipment at your expense.  If no return shipment takes place in the event of an early deliver, the products will be stored by us at your costs and risk until the agreed upon delivery date. In the event of an early deliver, we reserve the right to assess the payment period beginning with the agreed upon delivery date. 
In the event of the culpable exceeding of the delivery date, we are entitled to request a penalty in the amount of 0.5% per week of the delay in delivery up to a maximum of 5% of the value of the products from you. If demonstrably higher damages from the delay result, we will allocated these and enforce them as per the guidelines of the German Civil Code (BGB) and/or the German Commercial Code (HGB).

9. Changes to the Contractual Object

We reserve the right to conduct changes to the contractual object (e.g. changes to the drawing) during the delivery period of an order insofar as this is reasonable for you. The resulting additional or reduced costs must be reasonably considered. 

10. Transfer of Risk

Shipping takes place at your risk. The risk for any degradation, including coincidental ruining, remains with you until the delivery of the purchased object and/or the acceptance of the order.
Even if the freighting agreement is borne by us, you must seek cost efficient freighting and appropriate particulars in the freighting letter.

11. SVS/RVS Prohibited Customers

If the shipping is agreed to at our risk, in variation to these conditions, we expressly prohibit the coverage of damage insurance at our cost as per § 29.2.1 of the German Freight Forwarders' Standard Terms and Conditions (ADSP) as well as a transportation and product insurance by the forwarder and declare prohibited or waiver customers.

12. Acceptance of Products

Deliveries must, insofar as no varying particulars arise from our order, must take place to our incoming goods location; Breitenbachstrasse 1 13509 Berlin from Monday to Friday between 7:00 am and 3:00 pm. Outside of these acceptance times, deliveries will only be accepted upon our express request.

13. Packaging

The products are to be packed in such a manner that transportation damages will be avoided. Packaging materials are only to be used in the scope necessary for this purpose. Only environmentally friendly packaging materials are to be used.  You will take care to comply with legal conditions (e.g. labeling of hazardous products) and are liable to us for all damages resulting from noncompliance with such regulations. The delivery certificate is to be attached to every shipment. Upon request, you will provide us with a shipping notice on the day of shipping.

14. Invoices

Invoices may not be attached to the shipments.
Partial shipments/services and discounted payments are to be designated as such on the invoices.

15. Payments

Insofar as something to the contrary has not been expressly agreed to, payment periods are first valid after the receipt of the invoice (providing delivery has been made by this point) and the due date of the invoice payment is 30 days after receipt of the invoice.
If there is a complaint with a delivery/service, the payment period first begins after the defect-free deliver and/or service. Claims against us may only be transferred with our approval.

16. Place of Jurisdiction, Exception of UN Sales Convention

The place of fulfillment, insofar as is legally permissible, for all of the obligations resulting from these purchasing conditions and the place of jurisdiction for all business resulting from these purchasing conditions is Berlin.
The law of the Federal Republic of Germany is valid. The conditions of the UN Conventions on Contracts for the International Sales of Goods are not applicable.

17. Closing Conditions

Should individual conditions of these purchasing be or become unenforceable, the enforceability of the other conditions will not be affected by this. The contractual partners are obligated to agree upon a new condition which comes closest to the purpose of the unenforceable condition. 


status: 11/2007