Preamble
These Terms and Conditions of Purchase apply between T&B electronic GmbH and its respective suppliers. If “we” or “us” or “our” is used in the following, this refers to T&B electronic GmbH.
§ 1 Scope of application/General
(1) Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept delivery without reservation in the knowledge that the Supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
(2) All agreements made between us and the supplier for the purpose of execution must be set out in writing in this contract.
(3) Our Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB (German Civil Code)
(4) These Terms and Conditions of Purchase shall also apply to all future transactions with the Supplier.
§ 2 Offer – Offer documents
(1) The supplier is obliged to accept our order within a period of two weeks.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned without request. They must be kept secret from third parties; in this respect, the provision of § 10 (5) shall apply in addition.
§ 3 Prices – Terms of payment
(1) The price stated in the order is binding. In the absence of any written agreement to the contrary, the price shall include “free domicile”, including packaging. The return of packaging requires special agreement.
(2) The statutory value added tax is included in the price.
(3) The invoice shall be sent separately from the delivery.
(4) We can only process invoices if these – in accordance with the specifications in our order – state the order number shown there; the supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
(5) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 2% discount or within 30 days of receipt of invoice.
(6) We shall be entitled to set-off and retention rights to the extent permitted by law.
§ 4 Compliance with existing regulations for the delivery and manufacture of goods
(1) The supplier guarantees that all goods which have become part of the contract have been manufactured in accordance with the recognized rules of technology, in particular in compliance with all regulations and guidelines applicable at the time of delivery.
(2) The supplier further guarantees that the delivery item complies with the statutory regulations and official requirements of the Federal Republic of Germany and those of the place of performance.
§ 5 Delivery time
(1) The delivery time stated in the order is binding.
(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the stipulated delivery time cannot be met.
(3) In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay in the amount of 1% of the delivery value per completed week, but not more than 5%; further statutory claims (rescission and damages in lieu of performance) shall remain reserved. The supplier has the right to prove to us that no damage or significantly less damage has been incurred as a result of the delay
§ 6 Transfer of risk – documents
(1) Unless otherwise agreed in writing, delivery shall be free domicile.
(2) The supplier shall be obliged to state our order number exactly on all shipping documents and delivery bills; if he fails to do so, we shall not be responsible for any delays in processing resulting therefrom.
§ 7 Inspection for defects – Liability for defects
(1) We are obliged to inspect the goods for any deviations in quality or quantity within a reasonable period of time; the complaint shall be deemed to have been made in good time if it is received by the supplier within three working days of receipt of the goods or, in the case of hidden defects, of their discovery.
(2) We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand from the supplier, at our discretion, either rectification of the defect or delivery of a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
(3) We shall be entitled to remedy the defect ourselves at the supplier’s expense if the supplier is in default with subsequent performance.
(4) The limitation period shall be 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 445b, 478 para. 2 BGB apply.
(5) The other mandatory provisions of the delivery recourse remain unaffected.
§ 8 Product liability – Indemnification – Liability Insurance Act
(1) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties on first demand insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
(2) Within the scope of his own liability for cases of damage according to § 8 (1), the supplier is also obliged to reimburse us for any expenses according to §§ 683, 670 BGB or according to §§ 830, 840, 426 BGB, which result from or in connection with a recall action lawfully carried out by us. We shall inform the supplier of the content and scope of such a recall action – as far as possible and reasonable – in good time in advance and give him the opportunity to comment.
(3) We shall undertake the necessary notification of the competent authority in accordance with the provisions of the ProdSG in consultation with the supplier.
(4) The supplier undertakes to maintain product liability insurance with a lump sum cover of € 10 million per personal injury/property damage for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected.
§ 9 Property rights
(1) The supplier warrants that no rights of third parties within the Federal Republic of Germany are infringed in connection with or by the delivery.
(2) If claims are asserted against us by a third party in this respect, the supplier shall be obliged to indemnify us against these claims upon first written request.
(3) In the event of claims for damages by the third party, the supplier reserves the right to prove that it is not responsible for the infringement of the third party’s rights. We are not entitled to make any agreements with the third party – without the consent of the supplier – in particular to conclude a settlement.
(4) The supplier’s obligation to indemnify relates to all expenses necessarily incurred by us in connection with the claim by a third party, unless the supplier proves that it is not responsible for the breach of duty underlying the infringement of property rights.
(5) The limitation period for these claims is three years, beginning with the transfer of risk.
§ 10 Retention of title – Provision of materials – Tools – Confidentiality – Data protection
(1) If we provide parts to the supplier, we reserve the right of ownership to these parts. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus statutory VAT) to the other processed item(s) at the time of processing.
(2) If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus statutory VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis in the amount of the value of the item provided; the supplier shall keep the sole ownership or co-ownership for us.
(3) We reserve title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is further obliged to insure the tools belonging to us at replacement value against fire, water damage and theft at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept this assignment. The supplier is obliged to carry out any necessary maintenance and repair work on our tools at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.
(4) If the security rights to which we are entitled under § 10 (1) and/or (2) exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the supplier’s request.
(5) The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the completion of this contract. However, it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known or was demonstrably already known to the supplier at the time of notification within the meaning of sentence 1 of this paragraph.
(6) The supplier data stored by us for goods and payment transactions shall only be processed internally for the purpose of contract processing to the extent permitted by law. The supplier also undertakes to comply with the statutory provisions on data protection.
§ 11 Place of jurisdiction – Place of performance
(1) If the Supplier is a merchant, the contractual relationship shall be governed by German law. The applicability of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. Our place of business shall be the place of jurisdiction under the conditions stated in sentence 1; however, we shall be entitled to determine a place of jurisdiction other than that of our place of business.
(2) Unless otherwise stated in the order, our registered office shall be the place of performance.