General terms and conditions of purchase of HeiterBlick GmbH

§ 1 General - Scope

(1) Our terms and conditions of purchase will apply exclusively; any contradictory or deviating terms and conditions of the supplier will not be recognised by us unless we have expressly confirmed their applicability in writing. Our terms and conditions of purchase will also apply if we accept the delivery from the supplier without any reservation in spite of being aware of the fact that the supplier’s terms and conditions are contradictory to or deviate from our terms and conditions of purchase.
(2) Any agreements made between us and the supplier for the purpose of executing a contract have to be recorded in writing in this contract.
(3) Our general terms and conditions of purchase only apply to companies in accordance with § 310 Para. (1) of the German Civil Code (BGB).
(4) Our terms and conditions of purchase will also apply to all future business with the supplier.


§ 2 Offer - Order documents

(1) The supplier has to accept our order within 2 weeks by returning the duplicate of this order, signed by the supplier.
(2) We retain any rights of ownership and copyrights to illustrations, drawings, calculations and any other documents; they may not be made accessible to third parties without our express consent in writing. They are only to be used for production based on our order; after the order has been processed they are to be returned to us without being asked. They are to be kept secret from third parties; in this respect the provision of § 9 Para.
(4) applies additionally.


§ 3 Prices - Payment terms

(1) The price stated in the order is binding. In the absence of any differing agreement in writing, the price includes delivery “carriage free”, including packaging. The return of the packaging requires a separate agreement.
(2) The statutory VAT is not included in the price.
(3) Invoices are always to be issued to us in duplicate. We can only process them if they are in accordance with the specifications in our order (quote the order number stated); the supplier is responsible for all consequences which occur as a result of non-compliance with this obligation, unless it proves that it was not responsible.
(4) Unless otherwise has been agreed in writing, we will pay the purchase price within 14 days, calculated from the day of delivery and receipt of the invoice, with 3 % early-payment discount, within 30 days with 2 % early-payment discount or within 90 days of receipt of the invoice.
(5) We are entitled to offsetting and retention rights to the extent permitted by law.


§ 4 Delivery time

(1) The delivery time stated in the order is binding.
(2) The supplier must inform us immediately in writing if circumstances occur or are foreseen by it that will result in the stipulated delivery time not being able to be met.
(3) In the event of default of delivery we will have the right to demand a contract penalty in the amount of 1.0 % of the delivery value for each full week, though not more than 5 %. We have the right to demand a contract penalty in addition to performance; we agree that we will notify the supplier of the reservation of contract penalty within 10 working days at the latest, calculated from receipt of the late delivery. Further claims and rights are reserved.
(4) We have the right to put back the delivery date for full or part performance by up to 4 weeks at no cost to ourselves.


§ 5 Delivery - Transfer of risk - Documents

(1) The delivery must be made, unless otherwise is agreed in writing, carriage free to Leipzig, Niemeyerstraße 2-5.
(2) Delivery by truck may only be made from Monday to Friday between 6.00 hours and 14.30 hours. Outside of this time no third-party trucks can be admitted to the freight yard. Whenever larger shipments and heavier loads are delivered by truck, our prior consent is to be obtained.
(3) The supplier has to quote our order number on all shipping documents and delivery notes; if it fails to do so, we will not be responsible for the resulting delays in processing.
(4) On the day of departure the supplier has to send to us a detailed notification of despatch with gross and net weights, references of the packages, description of the goods, quantities and dimensions and quote our order reference for every consignment. The supplier is liable for damages and costs, in particular demurrage, transfer costs, special shunt costs etc., which are incurred by us due to failure to comply with our delivery rules.


§ 6 Inspection for defects - Liability for defects

(1) We have to inspect the goods within a reasonable period of time for any deviations in quality or quantity.
(2) We are entitled to exercise all statutory rights relating to claims for defects in full; we will in any case have the right to demand rectification of defects or delivery of replacement goods from the supplier, as we choose. The right to compensation for damages, in particular to compensation for damages in lieu of performance, is expressly reserved.
(3) We have the right to rectify defects ourselves at the cost of the supplier in cases of imminent danger or particular urgency.
(4) The limitation period is 36 months, calculated from the transfer of risk.

§ 7 Product liability - Indemnification - Liability insurance protection

(1) If the supplier is responsible for a product liability loss, it must indemnify us against claims for compensation by third parties at the first time of asking, if the cause lies within the supplier's organisation and sphere of control and the supplier itself is liable in relation to third parties.
(2) Within the scope of its liability for damage events in the sense of Para. (1), the supplier also has to refund any costs pursuant to §§ 683, 670 BGB and §§ 830, 840, 426 BGB, which arise from or relate to a recall action carried out by us. We will inform the supplier of the content and extent of the product recall actions to be carried out, as far as possible and reasonable, and give it the opportunity to make a statement. Any other legal claims are not taken into account by this.
(3) The supplier has to maintain product liability insurance with a lump sum insured of € 10 million per personal injury/material damage during the term of this contract, i.e. until the limitation period has expired; if we are entitled to make further claims for compensation for damages, these will remain unaffected.


§ 8 Property rights

(1) The supplier guarantees that no rights of third parties are infringed by its delivery or in connection with its delivery in the Federal Republic of Germany.
(2) If a claim is made against us by a third party due to such an infringement, the supplier will indemnify us against these claims upon first request in writing; we do not have the right to conclude any agreements with the third party, and in particular do not have the right to agree a settlement, without the supplier’s consent.
(3) The supplier’s obligation to indemnify relates to all costs necessarily incurred by us as a result of or in connection with the claim by a third party.
(4) The limitation period for these claims is ten years from the conclusion of the respective contract.


§ 9 Retention of title - Provision of materials - Tools - Confidentiality

(1) If we provide parts to the supplier, we will retain the ownership of these. Processing and alterations by the supplier are undertaken for us. If our goods subject to our retention of title are processed with other objects which do not belong to us, we will acquire joint ownership of the new object in proportion to the value of our object (purchase price plus VAT) to the other objects processed at the time of the processing.
(2) If the object provided by us is mixed inseparably with other objects which do not belong to us, we acquire joint ownership of the new object in proportion to the value of the object (purchase price plus VAT) to the other objects mixed at the time of the mixing. If the mixing is done in a way that the object of the supplier is considered to be the main object, then it will be considered to be agreed that the supplier will assign proportionate joint ownership to us; the supplier will hold the object of sole or joint ownership in safe custody for us.
(3) We retain the title to tools; the supplier must use the tools solely for the manufacture of goods ordered by us. The supplier has to insure the tools that belong to us on a new-for-old basis at its own cost against losses caused by fire, water and theft. At the same time the supplier assigns to us now all claims for compensation from this insurance; we hereby accept this assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools and all maintenance and repairs at its own cost. The supplier has to notify us immediately of any disruptions; if it culpably fails to notify us, claims for compensation for damages will remain unaffected.
(4) The supplier has to maintain strict confidentiality about all illustrations, drawings, calculations and any other documents and information. They may only be disclosed to third parties with our express consent. The obligation to maintain confidentiality will also apply after this contract has come to an end; the obligation will expire if and to the extent which the production knowledge contained in the illustrations, drawings, calculations and other documents has become commonly known.
(5) If the security rights arising from Para. (1) and/or Para. (2) exceed the purchase price of all unpaid goods subject to our retention of title by more than 10 %, we must release the security rights at the request of the supplier, as we choose.

 
§ 10 Place of jurisdiction - Place of fulfilment

1. If the supplier is a trader, our place of business is the place of jurisdiction; we also have the right, though, to bring an action against the supplier before its local court.
2. Unless otherwise stated in the order, our place of business is the place of fulfilment.

- Stand 09.09.2011 -