Terms of purchase

01. Our orders are placed exclusively on the following terms, which are deemed to have been accepted upon acceptance of the order or upon execution of the delivery. Terms of our business partners that are not expressly recognised by us in writing have no validity.

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02. Our orders as well as oral and telephone purchasing agreements are only legally valid if they are placed or confirmed by us by telefax or in writing.

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03. Drawings, designs, samples, manufacturer's specifications, etc. that we provide for the submission of an offer or for the execution of an order remain our property and may not be used for other purposes, reproduced or made accessible to third parties without our express written consent.

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04. The supplier must confirm the order in writing without delay, but no later than 5 working days after receipt. Otherwise, we are not bound by our order. In the event of changes in our requirements, we are entitled to adjust order quantities and delivery dates accordingly.

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05. Our order numbers and references must be repeated in full in correspondence, order confirmations, dispatch notes, delivery notes and invoices, and the items must be provided with quantity and weight details. Dispatch notes and delivery notes must be enclosed with the consignment; invoices must be sent by letter post only. Failure to comply with these provisions extends cash discount and payment periods accordingly.

06. Delivery dates must be met punctually. If delivery is not punctual, we are entitled, after granting a grace period without result, to make a covering purchase at the supplier's expense or to withdraw from the contract. The assertion of any further damage remains unaffected. If, after the order has been placed, our claim to delivery is substantially jeopardised, or if the jeopardy had already occurred before the order was placed but only became known to us after the order was placed, we may demand early delivery within a reasonable period. The partner must value-date early deliveries to the original dates for payment purposes.

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07. Delivery must in principle be made free to our branch, including packaging, and at the supplier's risk, unless a different written agreement has been made.

08. On request, the contracting party grants us access to its quality records and/or makes them available to us at our option.

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09. Orders are deemed to be placed on the condition that any complaints about the goods due to defects of any kind are deemed to have been raised in good time if they are notified as soon as possible in the ordinary course of business, i.e. after they have become apparent when work on the goods is commenced or during processing of the goods. The provisions of §§ 377, 378 of the German Commercial Code (HGB) do not apply.

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The warranty period is 3 years after receipt of the goods. We are entitled, at our option, to demand rectification of defects or immediate replacement delivery of flawless goods. In urgent cases, in particular to avert acute danger or to avoid excessive damage, we are entitled to remedy identified defects ourselves at the supplier's expense. Further claims, in particular claims for rescission (Wandlung), reduction in price or damages, remain unaffected.

10. All events of force majeure at our company or at our customers, in particular official intervention, natural disasters or industrial disputes, entitle us to postpone the fulfilment of accepted purchase obligations accordingly and/or to withdraw from the contract in whole or in part, without any claims for damages being made against us.

11. We make payments on the 15th of the following month less 3% cash discount or, alternatively, in 60 days net, using means of payment of our choice. The periods begin from complete and complaint-free receipt of goods and invoice. When our own acceptances or customer acceptances are given in payment, we reimburse exclusively the respective central bank discount rate.

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12. Without our express consent, supply contracts concluded with us and the counterclaims for payment may not be transferred to third parties either in whole or in part.

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13. Prices must be stated in € (EURO).

14. For all legal disputes, including in proceedings based on bills of exchange or cheques, our registered office is the place of jurisdiction if the partner is a registered merchant (Vollkaufmann). We are also entitled to bring an action at the partner's registered office.

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15. The contractual relationships are governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG, “Vienna Sales Convention”) is excluded.

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As of: 09/2007
Associated NORM+DREH GmbH