General Terms and Conditions of Purchase

As of: April 1, 2024

1. Exclusive Applicability of Our General Terms and Conditions of Purchase; Supplementary Applicability of Law

For our orders, only the following General Terms and Conditions of Purchase are binding, unless otherwise agreed in writing. General terms and conditions of sale and delivery of suppliers are not binding, even if we have not expressly objected to them. In addition to our General Terms and Conditions of Purchase, the statutory provisions of the Federal Republic of Germany apply.

2. Binding Nature of Orders and Agreements; Statutory Value Added Tax

Orders and agreements are only binding if issued or confirmed by us in writing. All prices stated in the order are exclusive of the currently applicable statutory value added tax.

3. Order Confirmation

The order confirmation must include the exact prices, the delivery time, and, if applicable, all details not specified in the order.

4. Content of Our Order; Queries

We will precisely define the contractual service through the most accurate possible specifications regarding quality, dimensions, etc. If the supplier has queries about the details of the contractual service, they shall contact us immediately. Deviations from our specifications are only permissible if approved by us in writing.

5. Delivery Dates and Legal Consequences of Delayed Delivery

The agreed delivery dates are binding, force majeure excepted. The delivery period begins at the time of the order. If the supplier defaults on its performance, we are entitled, at our discretion and in accordance with statutory provisions, to demand subsequent delivery and compensation for damages due to delayed delivery, or compensation in lieu of performance, and to withdraw from the contract. The supplier must immediately inform us of any delivery delays recognizable to them.

6. Defects and Warranty

Statutory provisions apply to claims for defects. In the case of replacement deliveries or rectification of defects, the warranty period for replaced parts recommences. By accepting or approving submitted drawings, we do not waive claims for defects. Our inspection obligation begins in any case only when the delivered item has been received at our plant and a proper shipping notification is available.

7. Product Liability – Indemnification – Liability Insurance Coverage

Insofar as the supplier is responsible for product damage, it is obliged to indemnify us against third-party claims for damages upon first request, provided that the cause lies within its sphere of control and organization and it is liable externally.

Within the scope of its own liability for damages as defined in paragraph (1), the supplier is also obliged to reimburse us for any expenses in accordance with §§ 683, 670 BGB or §§ 830, 840, 426 BGB, which arise from or in connection with a recall action lawfully carried out by us. We will inform the supplier – as far as possible and reasonable – in advance about the content and scope of such a recall measure and give them the opportunity to comment.

We will undertake the necessary notification of the respective competent authority in accordance with the provisions of the ProdSiG in coordination with the supplier.

The supplier undertakes to maintain product liability insurance with a coverage amount of EUR 10 million per personal injury/property damage (lump sum); if we are entitled to further claims for damages, these remain unaffected.

8. Third-Party Intellectual Property Rights

The supplier warrants that the use of the contractual service does not infringe upon third-party intellectual property rights (e.g., patents, patent applications, utility models, design patents, copyrights) as well as third-party trade and business secrets.

9. Requirements for the Delivered Item

The delivered item – even if it is a custom-made product – must comply with the state of the art in science and technology, as well as with statutory, professional association, and other relevant safety and accident prevention, environmental protection, and occupational health regulations and rules.

10. Order Execution in Accordance with DIN Standards

Orders for materials as well as for parts or components of machinery and equipment must be executed in accordance with German Industrial Standards (DIN), unless otherwise agreed.

11. Shipping and Invoice Issuance, Payment

Timely fulfillment of the contract by us, particularly the instruction of payment, requires that the requested shipping notifications and invoice issuances reach us without delay.

Shipments for which delivery free to receiving plant or free to destination station has not been agreed upon must be dispatched by the most economical means, unless otherwise specified. Premiums for transport and breakage insurance may only be charged to us if expressly agreed upon.

Payments are made subject to the acceptance of contractual performance.

12. Confidentiality

The supplier must keep strictly confidential all experiences, knowledge, and documents of our company that it acquires in connection with the order, from third parties. Drawings may neither be duplicated nor utilized in any other way without our permission. The production of items based on our drawings outside of an issued order is not permitted, not even for the supplier’s own purposes.

13. Ownership

If the supplier receives drawings or special technical instructions from us for the production of items, these items, including all related parts and materials, become our property at the start of production (or upon insertion of the parts) and are held in safekeeping by the supplier until their transfer to us. Such items may not be made accessible to third parties or sold to them without our written permission.

If we provide parts to the supplier, we reserve ownership thereof. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.

If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier transfers co-ownership to us proportionally; the supplier holds the sole ownership or co-ownership for us in safekeeping.

We reserve ownership of tools; the supplier is further obliged to use the tools exclusively for the production of goods ordered by us. The supplier is obliged to insure the tools belonging to us at their replacement value, at its own expense, against fire, water, and theft damage. Simultaneously, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work, as well as all upkeep and repair work on our tools, at its own expense and in a timely manner. It must immediately notify us of any malfunctions; if it culpably fails to do so, claims for damages remain unaffected.

Insofar as the security rights to which we are entitled according to paragraphs (1) and/or (2) exceed the purchase price of all our unpaid reserved goods by more than 10%, we are obliged, upon the supplier’s request, to release the security rights at our discretion.

14. Compliance with Regulations when Operating on Our Premises

If representatives of supplier companies work on our premises to execute an order, the supplier company must ensure that these individuals comply with the statutory, professional association (especially those of the chemical industry) and operational accident prevention regulations, as well as recognized safety-related and occupational health rules, and our general and special operational instructions – particularly the smoking and alcohol ban. For construction and assembly contracts, our site and assembly regulations are additionally an integral part of these General Terms and Conditions of Purchase.

15. Limitation of Liability for Safekeeping

If we take third-party property into safekeeping that is located on our premises in connection with the execution of orders, we shall be liable for loss and damage only in cases of intent and gross negligence.

16. Prohibition of Promotional References

Any mention of our company name for advertising purposes in business letters, customer lists, promotional materials, and other publications is only permissible with our prior written consent.

17. Prohibition of Assignment

Rights and obligations arising from the order and its execution are transferable only with our written consent, unless subcontracting by sub-suppliers is customary in trade.

18. Formation of Commercial Contract Clauses according to INCOTERMS

Customary trade terms such as “fob”, “cif” apply according to the INCOTERMS of the International Chamber of Commerce in the version valid at the time of contract conclusion.

19. Data Processing

By accepting the order, the supplier company grants us its consent for the processing of personal data arising in connection with the business relationship in the data centers of our corporate group, both domestically and abroad.

20. Coordinator

For the execution of orders in our plant according to BGV A 1, § 6, para. 1, the coordinator named in the order is responsible. In case of their absence, their representative must be contacted.

21. Place of Performance, Place of Payment, and Place of Jurisdiction

The place of performance for the contractual service is the destination specified by us. The place of payment and exclusive place of jurisdiction is Obernburg.

Please note: Invoice each delivery upon dispatch.
The ORDER NUMBER must be stated on all correspondence, dispatch notifications, and invoices.
A dispatch notification specifying quantity and weight must be provided immediately for all shipments.
We must return incompletely submitted invoices.
The due date for payment is the receipt date of the proper invoices.
For construction contracts, the conditions listed in the respective service specification are additionally decisive.