General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of Frankenstein Präzision GmbH & Co. KG
(Last updated: April 2015)

§ 1 Scope of Validity

(1)  Our terms and conditions apply to the purchase of goods and ordering of services as governed by the contract agreed between us and the supplier.
(2) Our terms and conditions also apply exclusively and without additional explicit reference to all future orders to the supplier. We do not recognize any deviating terms of the supplier unless we have expressly stated our agreement to them in writing. Our terms and conditions also apply where we accept the performance of the supplier without reservation while being aware of the supplier’s conflicting or deviating terms and conditions.
(3)  Our terms and conditions apply only in respect of entrepreneurs, legal persons under public law and special funds under public law as per section 310 para. (1) of the German Civil Code (BGB).

 

§ 2 Ordering and Offer Documents
(1)  Where we submit an offer with our order, this may be accepted only within two weeks. Orders placed orally only become effective when confirmed in writing. If the supplier issues an order confirmation, this must bear our order number.
(2)  We reserve all rights of title and copyright on illustrations, drawings and other documentation; these may not be made accessible to third parties without our express written consent. Once the order has been processed, these must be returned to us without request.

 

§ 3 Prices and Payment Terms
(1)  The price stated in our order is binding. Except where otherwise agreed in writing, this includes free delivery to the purchaser’s address and packaging. The supplier must take back packaging materials if requested.
(2)  All prices are net, exclusive of statutory VAT. We can only process invoices if these bear the order number that corresponds to the number stated on our order; the supplier is liable for any consequences arising from failure to comply with this obligation.
(3)  Unless otherwise agreed in writing, we will pay the amount within 30 days, calculated from the date of delivery and receipt of invoice, with an early payment discount of 3% or within 60 days of receipt of invoice net.

 

§ 4 Assignment, Retention and Offsetting
(1)  We are entitled to offsetting and retention rights to the extent provided by law.
(2)  Claims asserted against us may only be assigned to a third party with our agreement in writing. The same applies in respect of a judicial assertion by third parties in the form of voluntary proceedings in their own name.

 

§ 5 Delivery Time
(1)  The delivery time stated by us is binding; any delivery periods commence from the time of receipt of the order by the supplier.
(2)  The supplier must notify us immediately in writing if it is unable to meet the delivery deadline agreed. This obligation to inform does not affect our rights in respect of delay in performance.
(3)  If the supplier is late in making delivery, it shall pay a contractual penalty of 0.1% of the order value per day of the delay, but limited to a maximum of 10% of the order value overall. The assertion of statutory claims due to delay in performance is not affected.

 

§ 6 Transfer of Risk
(1)  For purchasing contracts the risk is transferred to us only when the goods are received by us.
(2)  For service contracts the risk is transferred to us following express acceptance in the form of an acceptance report.

 

§ 7 Condition and Quality of Goods
(1)  The supplier guarantees that its goods conform to the applicable laws, regulations and DIN standards. Where necessary the goods must bear a CE designation and comply with the CE standards.
(2)  The supplier guarantees that the goods meet the specifications stated in our orders (including any drawings).
(3)  The supplier shall maintain a quality assurance system that includes in particular adherence to the current quality standards, regular quality inspections and outgoing goods inspections. The supplier must keep records of these activities and submit them to us on request.

 

§ 8 Liability of the Supplier for Defects
(1)  We are entitled to statutory claims for defects to the full extent provided by law. In particular we are entitled to request the supplier either to rectify the defect or supply new goods, at our discretion. We expressly reserve the right to assert claims for compensation for damages and also compensation for damages in place of performance, irrespective of the degree of blame, to the full extent under statutory provisions.
(2)  The expiry period for claims for defects is three years, if no longer statutory periods apply. This begins from the transfer of risk.

 

§ 9 Liability of the Supplier for Damage
(1)  The supplier is liable towards us for all damage caused by it or its vicarious agent, irrespective of the degree of blame, to the full extent under statutory provisions.
(2)  The risk for transport damage is borne by the supplier.
(3)  If claims are made against us by a third party for product liability, the supplier must indemnify us against third-party claims (including the costs of any necessary recall action) and must compensate us for all damages and expenses if the reason for the liability was its responsibility.
(4)  The expiry of our claims for damage compensation is determined solely by the statutory provisions.

 

§ 10 Industrial Property Rights
(1)  The supplier guarantees that no rights of third parties are infringed in connection with its performance.

(2)  If claims are asserted against us for this reason, the supplier shall indemnify us against the claims of the third party on receipt of our first written request.

(3)  We are entitled to any industrial property rights arising from the execution of the order. Should these exceptionally be attributed to the supplier due to mandatory statutory provisions, the supplier shall grant us non-exclusive use without time limit and at no cost.

 

§ 11 Ownership of Objects
(1)  ) All objects such as tools, presentation items, samples or models that have been given to the supplier remain our property. The supplier must maintain strict confidentiality in respect of these objects and must return them to us promptly if so requested by us. They may not be passed to third parties or used for the supplier’s own purposes (other than for provision of services to us).
(2)  The same applies to objects that have been fabricated wholly or partially at our expense (e.g. moulds, tools or other aids). These shall become our property when they are created on the supplier’s premises without direct transfer of ownership. Amendments to this may only be made with our agreement in writing. The supplier is liable within the framework of the existing ownership arrangement in the event of any damage and/or loss in accordance with the statutory provisions.

 

§ 12 Software
(1)  Unless otherwise agreed for individual contracts, the supplier shall grant us the usage rights to software products and the associated documentation without time restriction and at no cost. We are entitled to pass the software to our own customers.
(2)  For data backup purposes we may make copies of the software.

 

§ 13 Form of Declarations
(1)  Legally relevant declarations or notifications that the supplier wishes to communicate to us must be made in writing.
(2)  This also applies to legally relevant declarations or notifications that the supplier wishes to communicate to third parties in connection with the contractual relationship between us and the supplier.

 

§ 14 Place of Performance, Place of Jurisdiction and Applicable Law
(1)  The place of performance and place of jurisdiction for disputes with business persons, legal persons under public law and special funds under public law are our registered office. We are further entitled to bring action against the supplier at its registered office.
(2)  The governing law is the law of the Federal Republic of Germany; the provisions of the UN Sales Convention (CISG) do not apply.
(3)  Should one of the above provisions be or become ineffective, the validity of the remaining provisions is not affected.