Terms & Conditions of Purchase

1. Ordering

1.1 Orders and any amendments to them shall only be valid if issued or confirmed by us in writing.

1.2 There shall be no subcontracting of our orders, or the majority of our orders, without our written approval. Any infringement of this provision shall entitle us to revoke the order concerned without compensation.

1.3 The assignment of claims against us and the transfer of debt collection tasks to third parties is excluded and shall similarly entitle us to revoke the order concerned without compensation.

1.4 Should the Supplier suspend its payments or should insolvency proceedings or judicial or extra-judicial composition proceedings be initiated with respect to the Supplier's assets, we shall be entitled to withdraw from the contract without prejudice to any other rights.

1.5 You must, by way of confirmation of order acceptance, send us a copy of our order, duly signed on behalf of your company, no later than two days after order receipt. If we do not receive order confirmation within one week of the submission of our order, we shall be entitled to withdraw the order free of charge.

2. Delivery

2.1 The quoted delivery schedule is binding and indicates the date and time of goods receipt on our premises. In the event that compliance with the delivery schedule is jeopardized, the Supplier shall be obliged to inform us of the same in writing without delay, at least one week prior to dispatch. Even if we accept a delivery delay, we explicitly reserve the right to charge a 1% penalty per week of delay or part thereof (starting with the Monday following the delivery week), up to a maximum of 5% of the order volume affected by the delay. Furthermore, we reserve the right to claim compensation in the event of a missed deadline, irrespective of whether the Supplier is at fault.

2.2 Partial deliveries and advance deliveries shall require our written approval, in particular deliveries made up to four days prior to the agreed date.

2.3 Unless otherwise agreed, deliveries shall be made to the named destination in accordance with Incoterms 2010, and packed in the customary manner and in compliance with the appropriate packaging standards.

2.4 The period required for our incoming goods inspection is 60 days. Confirmation on the delivery note shall not constitute acknowledgment of a properly executed delivery. We shall therefore only take delivery of goods subject to this reservation, in all cases. The Supplier shall in this respect waive the right to object to delayed notification of defects. Our payment shall not signify unreserved acceptance of goods.

2.5 In the case of hidden defects, which are not evident at the time of acceptance or takeover, the warranty period shall only begin from the date the defects are identified.

2.6 In the event of late deliveries, where the Supplier is at fault, the latter shall be obliged to use the fastest available means of transport to minimize the delay, without prejudice to the mode of dispatch stipulated in the order. The costs for such expedited transport shall be borne by the Supplier.

3. Quality – Documentation – Environmental protection

3.1 The goods to be delivered must comply with the applicable local and international provisions, the accident prevention regulations and the latest accepted engineering rules and standards, and they must be strictly in accordance with the documents upon which the order is based, such as drawings, descriptions, designs, specifications, acceptance terms, etc.

3.2 The Supplier must conduct quality control tests which are appropriate in type and scope and consistent with the latest technical standards.

3.3 Maintenance manuals, operating instructions, and service manuals must be supplied with all devices, instruments, and installations or parts of installations, without these manuals or instructions being specifically requested and at no extra cost.

4. Prices and payment

4.1 Unless otherwise agreed in writing, the prices stated in the order shall be fixed prices and therefore not subject to change until the full scope of supply and services has been fulfilled as per the order.

4.2 Unless otherwise agreed in writing, payment shall be made following receipt of goods in accordance with the contract and following receipt of a proper and verifiable invoice.

4.3 In the event of a defect that is covered by warranty, we shall be entitled to defer payment until proper rectification of the defect.

5. Warranty

5.1 The Supplier shall provide a full warranty for all deliveries for a period of 12 months. The Supplier must remedy on request, without delay and at its own expense, any defects that arise during this period with respect to the scope of goods and services it has supplied. We shall have the option of choosing the place of performance for rectification of defects under the warranty. This shall not affect further legal provisions.

5.2 In cases where the Supplier fails to comply with its warranty obligations on request and within a reasonable time frame, and also in other cases of particular urgency, we shall be entitled without further notice to undertake the rectification of defects ourselves or through a third party at the expense of the Supplier, or to obtain replacements elsewhere if this is not possible.

5.3 We reserve the right to exercise the legal right of rescission or price reduction instead of improvement. The Supplier shall compensate us for any damages we incur as a result of defective deliveries.

5.4 Should we, as manufacturer of the end product, be held liable for damages that are due to a defect or defects in the basic material or partial product delivered by the Supplier, the Supplier must indemnify us against any such liability and compensate us for all damages incurred in this respect, regardless of fault.

6. Confidentiality

6.1 All drawings, calculations, and such like, which are provided for the purpose of offer creation and/or order execution, shall remain our property and must be returned to us with the offer and/or after execution of the order. This information must not be reproduced or made available to third parties without our written consent.

6.2 The Supplier is obliged to regard as trade secrets the order and the work resulting from it, as well as all associated technical and commercial documents and equipment, and to keep such information strictly confidential. In the event that we have approved partial subcontracting of suborders relating to the order in question, the Supplier must impose the same obligations on its subcontractors.