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(1) The following terms and conditions of purchase shall apply exclusively to our purchase orders as well as to deliveries and services of our suppliers. These shall form an integral part of all contracts which we conclude with our suppliers for the deliveries or services offered by them. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(2) We do not recognize any terms and conditions of the supplier that are contrary to or deviate from our terms and conditions of purchase or any additional terms and conditions. Tacit acceptance as well as payment by us does not imply any agreement with conflicting, deviating or additional terms and conditions of the supplier.
Offers of the Supplier shall be submitted exclusively in writing, whereby transmission by fax or e-mail shall satisfy the written form requirement. Both the company submitting the offer and the person acting must be clearly identifiable from the respective offer. Offers are understood to be without obligation to accept and without obligation to pay. The submitted offers shall be binding for the supplier upon the deadline stated in the offer.
(1) Our orders shall also be placed in writing, whereby transmission by fax or e-mail shall satisfy the written form requirement.
(2) The supplier shall be obliged to accept the order in writing within a period of 3 working days. After expiry of this period, we shall be entitled to revoke the order without additional costs.
(3) The content of the order shall include all conditions, specifications, technical drawings, standards, software and other documents pertaining to the subject matter of the contract which are named in the order or listed as attachments.
(4) We reserve the property rights and copyrights for all aforementioned documents. These documents may not be made accessible to third parties unless we give the supplier our express written consent to do so.
We reserve the right to change the specification of the contractual products. In this case, the supplier must inform us immediately in writing of any additional or reduced costs, as well as possible deadline postponements, and provide evidence of the additional costs.
The supplier undertakes to supply contractual items installed in our products as spare parts at reasonable market prices for at least twelve years after discontinuation of production.
(1) Agreed delivery dates and deadlines are binding. The arrival of the delivery at the place of performance specified in the order or the contractually agreed acceptance of the product by us shall be decisive for their compliance.
(2) The Supplier shall notify us immediately of any foreseeable delays in delivery. If the agreed delivery date is exceeded, the supplier shall automatically be in default without a reminder.
(3) In the event of a delay in delivery, we shall be entitled to the statutory claims. Any damage caused by delay as well as additional costs due to necessary covering purchases shall be borne by the supplier and charged to him. The unconditional acceptance of the delayed delivery shall not constitute a waiver of claims for compensation.
(4) In the event of a delay in delivery/service on the part of the Supplier, we shall be entitled to demand a contractual penalty of 0.3% of the net order value of the delayed goods per working day of delay, up to a maximum of 5% of the net order value of the delayed goods. The net order value shall be understood to be the value calculated on the basis of the net remuneration agreed by the parties prior to the execution of the order.
(5) We reserve the right to assert further statutory claims; in the event of their assertion, any contractual penalty forfeited shall be offset against the damages asserted. We do not need to reserve the right to assert the contractual penalty at the time of the passing of risk. Rather, we may assert it at the time of the final payment of the individual call-off on which the delayed delivery is based.
(1) Deliveries including appropriate packaging and transport insurance shall be made DDP at the Supplier's expense using Incoterms 2020.
(2) Deviating shipping conditions require the written form and our consent.
(3) Environmentally friendly packaging materials shall be preferred for deliveries. Packaging for electronic components must be selected so that they are not destroyed by electrostatic discharge.
(4) The supplier shall state our article number and order number in all documents relating to an order. Each delivery must be accompanied by corresponding delivery bills on which the following points must be noted:
(a) our order number
(b) our article number
(c) quantity (if the quantity is distributed over several packaging units, it must also be noted in which package/grid box which quantity is located. This information must also be clearly visible on the package/grid box, stating our order number and article number
(d) Is it: Initial sample, pilot series or series delivery
(e) Is it a total delivery, partial delivery or remaining delivery
(f) If required: Order text and item number
The supplier shall bear the costs arising from non-compliance with our shipping instructions. For quantities, weights and dimensions, the values determined during our incoming goods inspection shall be decisive, unless proven otherwise. Partial deliveries require our consent and shall be marked as such in the shipping documents.
(1) The supplier shall issue an invoice for each delivery or service, which shall be submitted to us separately from the shipment. The invoice must correspond to our order and contain our order number and article numbers as well as all legally required contents. Invoices which do not contain this information shall be returned by us and shall not constitute a due date.
(2) The prices stated in the order are fixed prices and binding.
(3) The time limits shall run after receipt of a proper and verifiable invoice, but not before complete delivery or performance free of defects at the place of performance.
(4) Payment shall be made from receipt of the invoice either by us within 14 days with a 3% discount or within 30 days without discount. This is without prejudice to our right of later complaints. In the case of independent, premature delivery of the subject of the contract - without our prior consent - the payment period shall commence from the delivery date in accordance with the order or from receipt of the invoice. In the aforementioned case, the later date shall be chosen in each case for calculating the due date. In the case of contracts for work and services or contractually agreed acceptance, the payment period shall commence after our successful acceptance.
(5) In the event of defective delivery, we shall be entitled to withhold payment without loss of rebates, discounts and similar payment benefits until proper performance.
If contractual products are the property of the supplier, the supplier shall not transfer title thereto to us until the contractual product manufactured in each case has been paid for in full. Even as long as the contractual product is not yet our sole property, we are permitted to process the contractual product, to mix it with other objects, to combine it or to resell it in the course of ordinary business transactions, as long as we are not in default of payment.
The supplier's retention of title shall expire at the latest upon our payment of the purchase price for the delivered goods. All other forms of retention of title are excluded, in particular the extended retention of title, the passed-on retention of title and the retention of title extended to further processing.
In case of seizure or other interventions by third parties, we are obliged to inform the supplier immediately. An application for the opening of insolvency proceedings against the assets shall entitle the supplier to withdraw from the contract or individual orders with immediate effect and to demand the immediate return of the contractual items.
Interruptions in production due to unavoidable events (force majeure, e.g. labor disputes) shall entitle us to cancel orders; otherwise, in the event of all impediments to acceptance for which we are not responsible, the delivery and payment dates shall be extended in accordance with the duration of the delay.
(1) The supplier shall be obliged to carry out a quality control during production and a qualified outgoing goods inspection for defects in order to deliver exclusively defect-free contractual products.
(2) The supplier undertakes to comply with all product and environmental regulations applicable in the EU as well as sub-legal standards relating to the contractual products in their respective current version. In particular, the supplier undertakes to enclose a RoHS declaration of conformity, a declaration pursuant to REACH and, in the case of products containing metals, a conflict minerals report with the ordered contractual products or to otherwise transmit them to us. Furthermore, the supplier undertakes to inform us about the presence of PIP (3:1) in the contract products.
(1) The supplier shall owe the delivery and performance of the contractual product free of material defects and defects of title.
(2) Unless otherwise agreed in writing, claims for defects for the delivery items shall become statute-barred after 36 months from receipt of the contractual product at the place of performance.
Deviating from this, claims according to § 445a BGB (in the case of supply chain) shall become statute-barred according to the limitation provisions of § 445b BGB.
(3) We shall be entitled to the statutory claims for defects without limitation. The supplier shall, at our discretion, either remedy the defect free of charge or provide a replacement delivery. The expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be borne by the supplier. The place of performance of the claim for defects shall be the place of performance specified in the order.
(4) If the supplier refuses to remedy the defect after our notification of defect or is not able to do so immediately, we reserve the right to reclaim the costs and expenses from the supplier in order to avert disproportionately large damage by remedying the defect ourselves or by commissioning third parties.
(5) If the supplier has not remedied the defect after expiry of a reasonable period set by us in writing or if this has failed, we shall be entitled to withdraw from the contract and/or to claim damages or reimbursement of expenses instead of performance or to reduce the purchase price.
(1) The supplier shall inform us in writing prior to implementation and/or obtain our prior consent in the following cases of changes to the contractual products and their components/raw materials:
(1.1) Changes requiring our consent with a lead time of 6 months:
(1.2) Changes requiring approval with a lead time of 1 month:
Significant change in the manufacturing process such as omitting or adding process steps or changing the process sequence, changing test cycles and test scopes, significant changes in process parameters, etc.
(1.3) Information requirement:
(2) The Customer reserves the right to reject individual change requests in accordance with the above paragraphs 1.1 and 1.2.
(1) In the event that a customer or third party asserts a product liability claim against us, the supplier shall be obligated to indemnify us against such claims if and to the extent that the damage was caused by a defect in its delivery item.
(2) In such cases, the supplier shall bear all costs and expenses, including the costs of legal action.
(3) If a safety-relevant defect in the delivery items makes a recall action necessary or if this is ordered by the authorities, the supplier shall also bear all costs and expenses of the recall action. We shall coordinate the content and scope of such a recall with the supplier - insofar as this is possible and reasonable.
The Supplier shall maintain liability insurance which also covers the risk of a claim against the Customer from the point of view of product liability or for other reasons due to defects in the contractual products to an appropriate extent and shall provide evidence of this to the Customer upon request.
(1) The supplier is obliged to keep secret all drawings, processes, illustrations, samples, tools and other documents provided to him, unless these are generally known or have been made publicly accessible. Any disclosure to third parties shall require our express written consent.
(2) The supplier shall be liable to us for breaches of contract by third parties commissioned by him as for his own misconduct.
(3) The obligation to maintain secrecy shall survive the termination of the contract. It shall expire only when the knowledge contained in the documents provided has become generally known.
(4) If the Supplier breaches this confidentiality obligation, it shall be obliged to pay us a contractual penalty. The amount of the contractual penalty shall be at our reasonable discretion and, in the event of a dispute, shall be reviewed by the competent court as to its fairness. Further claims shall remain unaffected.
The supplier undertakes to comply with all our instructions and regulations regarding occupational safety, environmental protection and conduct on our premises, etc.. This applies both to work at our site and an alternatively designated place of performance. The supplier shall actively inform himself about existing regulations for external companies.
The invalidity of any provision of these General Terms and Conditions of Purchase shall not affect the validity of the remaining provisions. Should a provision prove to be invalid or unenforceable, it shall be replaced by a new valid provision which comes as close as possible to the legal and economic success of the invalid or unenforceable provision.
The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(1) The place of performance for the Supplier's obligations shall be the shipping address stated in the order.
(2) The place of jurisdiction shall be the court responsible for our registered office. However, we shall also be entitled, at our discretion, to sue the supplier at its general place of jurisdiction.