Terms of Service
Terms and Conditions of Purchase Rev. 4 — 11/09/2020
v1. Scope of Application
The following Terms and Conditions of Purchase apply to any and all goods and/or ser-vices that we have acquired or purchased from the Supplier, provided that the Supplier is an entrepreneur pursuant to Section 14 BGB [German Civil Code], a public-law legal entity or a special fund under public law. Objection is hereby raised to the application of any general terms and conditions of business of the Supplier. Our Terms and Conditions of Purchase apply in the version in effect at the point in time of the placing our order with the Supplier.
2. Conclusion of Contract
2.1 If the Supplier does not accept our order in writing within two weeks of receiving it, our order becomes invalid. Our receipt of the order acceptance is authoritative for compli-ance with this period.
2.2 The order acceptance shall contain all of the significant order data, in particular the exact designation of the ordered items, order number, order and delivery date and price.
2.3 An amended or modified acceptance constitutes a new offer that we may, at our own discretion, accept or refuse.
2.4 The Supplier is not entitled to contract the order, in whole or in part, to third parties or to contract performance of services by third parties without our prior written consent. Contracting the order to third parties without authorisation entitles us to cancel the con-tract, in whole or in part, and to request damage compensation.
2.5 In the event the Supplier contracts (with our consent) a subsupplier, the Supplier cove-nants to forward all of the requirements from the procurement document and the related key features to the subsupplier. The Supplier also covenants to include in its agreement with the subsupplier any and all obligations to us established by these Terms and Condi-tions of Purchase and any other contractual agreements. This obligation of the subsupplier does not release the Supplier itself from its obligations to us.
3.1 The Supplier’s prices are shown free place of performance. They include costs of packag-ing, loading and freight, including any insurance costs for the transport of the goods. To the extent legally possible, the Supplier shall, at its own expense and risk, obtain export and import permits or other government permits and complete any and all customs for-malities required for the import and export of the goods and, as required, for transit through a third country.
3.2 The agreed prices are fixed prices and exclude any subsequent claims or price increases of any nature.
4. Terms and Conditions of Payment
4.1 Supplier’s invoices must contain all of the information required in the order for every consignment.
4.2 Unless otherwise agreed, our payments will always be made by bank transfer within 30 days of delivery and receipt of invoice and subject to a cash discount of 2% (or as other-wise agreed). The deduction of the cash discount is also permissible in cases of offsets or retention of payments due to defects.
4.3 The Supplier is not entitled to assign its claims against us without our written consent or to allow third parties to collect its claims.
5. Delivery Date, Place of Performance
5.1 The agreed delivery date is binding. Deliveries made prior to or after the agreed delivery date are permissible solely with our written consent.
5.2 Receipt at the reception point we have designated is authoritative for the due time deliv-ery. The Supplier shall notify us immediately if and when it becomes apparent that it will be unable to comply with the delivery date. Our acceptance of a delayed delivery does not constitute a waiver of compensation claims.
5.3 If and when the Supplier is in default of delivery, we may charge a contractual penalty in the amount of 0.5% of the order value for each week or part thereof of the default, not to exceed, however, 5% of the order value in the aggregate. The contractual penalty may be charged at any time until final payment has been made.
5.4 We are not obligated to accept partial deliveries. In the event partial deliveries have been agreed, the remaining quantity which must still be delivered shall be shown in the deliv-ery note.
5.5 Place of performance for deliveries or Supplier’s services is the reception point stipulated in the order. If a reception point has not been designated, our registered office is the place of performance.
6. Shipping, Passing of Risk
6.1 The Supplier shall package and ship the goods in proper form and shall comply with any and all pertinent packaging and shipping provisions. The Supplier is liable for any and all damage or loss we suffer due to incorrect or inadequate packaging.
6.2 Shipping documents such as delivery note, packing slip, certificates and verification doc-uments shall accompany the consignments. The order numbers and the identification markings we requested in the order shall be shown on all written documents. Notice of shipment shall be sent to us on the day of shipment at the latest.
6.3 The Supplier bears any and all additional costs we incur due to the failure to comply with the above regulations.
6.4 Risk passes upon the receipt of the goods at the place of performance whenever delivery is made on the basis of a purchase contract. The risk for work performance passes upon acceptance.
7. Supplier’s Obligations and Rights in Case of Defects
7.1 The Supplier unconditionally warrants the proper delivery and procurement of the deliv-ered goods. In particular, it is accountable for quality and freedom from defects as well as the quantity of the delivered product described in detail in the order. The Supplier affirms that the delivered product is free of any and all legal defects of any nature; in particular, it is free of third-party rights. The above provisions apply mutatis mutandis to work performance owed by the Supplier.
7.2 The Supplier is accountable for any defects in the delivered product or the work for a period of three years, commencing with the passing of risk. The limitation period for structure construction and works for which successful completion comprises the perfor-mance of planning or supervisory services is five years as of the acceptance.
7.3 We will notify the Supplier in writing of obvious defects without delay, but no later than within five workdays following an inspection of incoming goods conducted without delay, and of hidden defects without delay, but no later than within five workdays after their discovery.
7.4 If a product is determined by the Supplier to be defective after delivery or during its use, the Supplier is obligated to notify us immediately so that the necessary measures can be coordinated and initiated.
7.5 If a delivered product or work is determined to be defective during the warranty period, we may request subsequent performance, i.e. at our option the remedy of the defect or the delivery of a product free of defects or the performance of a new work. We may also assert these rights, in addition to the claim for performance, even before the passing of risk, provided that the defect has been recognised at this time. In the event of cancella-tion, reimbursement of any payments is subject to interest charged in the amount of 9% p.a. above the current basic interest rate. We reserve the right to assert more compre-hensive claims.
7.6 If and when the subsequent performance by the Supplier fails, the Supplier refuses the subsequent performance or the Supplier does not complete the subsequent performance within a reasonable period we have set, we may reduce the purchase price or cancel the contract and request reimbursement for fruitless expenditures or damage compensation in lieu of the performance. In the case of contracts for works and services, we also have the right to self-remedy pursuant to Section 637 BGB. We are entitled to request an ad-vance payment from the Supplier because of the expected expenses.
7.7 The Supplier covenants to examine consignments carefully for defects and to do anything necessary to avoid product liability. If and when claims are asserted against us due to the defectiveness of a product and the defectiveness is the consequence, in whole or in part, of a defect in the Supplier’s delivery, we may, in lieu of compensation for any and all loss or damage, request indemnification with respect to the third party. The Supplier is obli-gated to secure reasonable insurance to cover these risks of loss or damage.
7.8 If and when a third party asserts claims against us due to the infringement of an industrial property right, copyright or other right by the goods and/or services provided by the Sup-plier and used by us in accordance with the contract, the Supplier shall indemnify and hold us harmless from and against any and all claims in the relationship to the third party. We will provide reasonable support to the Supplier in defending against unjustified claims by third parties, whereby the Supplier shall assume any and all costs we incur related thereto. In addition to the delivery of a work protected by copyright, we will receive a simple, unrestricted utilisation right for all types of use from the Supplier. We will receive free of charge a simple licence to the extent that the use of inventions that were created by the Supplier before the commencement of the ordered product or of intellectual prop-erty rights for which application has been made or that have been granted is necessary within the scope of the order. The Supplier will ensure that inventions that are created within the scope of the order or that intellectual property rights for which application has been made or that have been granted will be transferred to us.
7.9 The Supplier may not make the subsequent performance dependent on our proportion-ate or complete payment of the agreed remuneration in any of the above-mentioned cases. The Supplier shall bear any and all expenditures required for the subsequent per-formance, in particular transport, tolls, labour and material costs and any installation and removal costs.
8. Information and Diligence Obligations
8.1 If and when we have notified the Supplier of the intended use of the products or services, or if and when the intended use is evident to the Supplier without express notification, the Supplier is obligated to notify us without delay if and when the Supplier's products or services are not suitable for the intended use. 8.2 We must be notified in writing immediately of any circumstances which may endanger compliance with agreed delivery dates so that further action can be clarified. 8.3 The Supplier shall announce to us in writing and without delay any modifications of the product and/or process definition, in the nature of the composition of the processed ma-terial or the design execution. Any and every modification is subject to our written consent. 8.4 The Supplier bears responsibility for ensuring that the products and services are in com-pliance with environmental protection, accident prevention and other occupational safety provisions, technical safety rules and any and all legal requirements applicable in the Federal Republic of Germany and shall notify us of any and all special handling and disposal requirements which are not generally known for each and every consignment.
9.1 We retain title of ownership to any and all documents and objects of any kind we provide to the Supplier. They may be used solely and exclusively for performance of the con-tracted service. The Supplier shall insure any materials provided to it for loss and deterioration. The Supplier does not have any right of retention to our materials.
9.2 If and when objects we have provided to the Supplier are processed or converted into a new movable object, we shall be deemed the manufacturer. In the event of combination or inseparable mixing with other objects, we acquire co-ownership to the new object in the ratio of the value which the objects had at the time of the combination or mixing. If and when the combination or mixing occurs in such a way that the Supplier’s objects must be regarded as the main object, it shall be deemed agreed that the Supplier conveys pro-portionate co-ownership, whereby the Supplier shall safeguard our co-ownership at no charge.
9.3 The Supplier is obligated, at its expense, to carry out any maintenance and service work which may be required, to insure the
10.1 The Supplier shall treat our order in confidence. Furthermore, the Supplier covenants to maintain confidentiality with respect to any and all commercial and technical information and documents that become known to it through the business relationship, said obliga-tion surviving as well the end of a term of an order or a premature termination of the order, and to use the information and documents solely for the performances of the ser-vices it owes. The above provision does not apply to information that is in the public domain. Any subsuppliers shall be obligated to secrecy mutatis mutandis.
10.2 The Supplier may utilise the company name or trademarks of our company within the framework of advertising materials, when providing references or in other publications solely if and when we have given our prior written consent.
11. Spare Parts, Delivery Readiness
11.1 The Supplier is obligated to offer spare parts for the period of the usual technical useful life, but no less than for ten years, at reasonable terms and conditions.
11.2 If and when the Supplier discontinues the supply of the products following the lapse of the period stipulated in Clause 11.1 or during this period, it shall give us the opportunity to submit a final order.
12. Inspection Rights
12.1 Our employees and representatives from government agencies or their delegates have access to all business premises in which work is done for us at any time during normal business hours, regardless of whether the premises belong to the Supplier or its subsup-pliers. These persons may examine any and all documents related to the orders. The Supplier is obligated to require any subsuppliers to accept mutatis mutandis the obliga-tions pursuant to this agreement. This access right must be granted in particular to our employees and the representatives of government agencies or their delegates who are responsible for monitoring the pro-gress of the work we have ordered from the Supplier and for audits related thereto.
12.2 Representatives of our customers have access to all business premises of the Supplier in which work is being done for us at any time during normal business hours, provided we have given our consent and one of our representatives is also present.
13. Quality and Environmental Protection Management
13.1 Our company is certified in accordance with the international standards EN 9120, ISO 9001 and ISO 14001. We are obligated to our customers to comply with the related bodies of rules and standards during the performance and execution of the order. We also re-quire this pursuant to AS9120/2018 — 8.4.3. from our Suppliers and their subsuppliers (cf. Clauses 2.4 and 2.5 of these Terms and Conditions of Purchase).
13.2 The Supplier must warrant the specifications designated in the order or otherwise re-quired and document compliance with the specifications by presenting pertinent certificates and verifications.
13.3 The Supplier is obligated to archive documents and records relevant for quality for a pe-riod of 25 years.
13.4 The Supplier covenants to notify us in writing in the event of any modifications or devia-tions in the product or process definitions, changes in its suppliers and relocations of the production facilities.
13.5 The Supplier covenants to report to us any non-conforming products. The disposition of non-conforming parts without our written consent is not permitted.
13.6 The supplier covenants to apply appropriate measures that prevent the use of counterfeit parts, including setting up process structures (in particular product testing, staff training, supplier selection).
13.7 To the extent pertinent, the Supplier shall comply with the requirements of the REACH Regulation (Regulation (EC) 1907/2006). In particular, the Supplier shall notify us whether and, if so, in what quantities substances on the candidate list of substances for inclusion in Annex XIV of the REACH Regulation are contained in the products that will be supplied. The current list of candidates is published on the internet site of the European Chemicals Agency (ECHA). In the case of products requiring a safety data sheet (SDS or eSDS), the Supplier shall include an up-to-date version in German of the safety data sheet based on the REACH Regulation and/or applicable legal provisions, to the extent relevant, with every consignment.
13.8 In addition, the Supplier shall comply with the regulations on the Globally Harmonised System of Classification and Labelling of Chemicals (GHS) and the CLP Regulation (EC) 1272/2008 based on it for the classification, labelling and packaging of substances and mixtures.
13.9 The Supplier covenants to deliver solely products that are in harmony with the rules of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Con-flict-Affected and High-Risk Areas.
14. Final Provisions
14.1 Any and all contractual relationships between us and our suppliers are governed solely and exclusively by the laws of the Federal Republic of Germany, excluding application of the United Nations Convention on the International Sale of Goods of 11 April 1980.
14.2 Venue for any and all disputes arising from the business relationship is Stelle. We are also entitled to file suit against the Supplier at courts having general jurisdiction at the latter’s registered office.
14.3 Amendments to and modifications of the contract and subsidiary agreements shall not be binding on the Parties unless in writing. The above provision shall also apply to the waiver of this clause requiring written form.
14.4 If individual provisions of these Terms and Conditions of Purchase are invalid, the effec-tiveness of the Terms and Conditions of Purchase as a whole shall not be affected.
14.5 The German version of these Terms and Conditions of Purchase is authoritative. Any ver-sions in other languages are solely translations.
Terms and Conditions of Sale Rev. 3 - 15/02/2017
1. Scope of Application
Our deliveries and services are performed solely and exclusively on the basis of the following terms and conditions, provided that the Buyer is an entrepreneur within the sense of Section 14 BGB [German Commercial Code], a publiclaw legal entity or a special fund under public law. Objection is hereby raised to the application of any general terms and conditions of business of the Buyer. Our Terms and Conditions of Sale apply in the version in effect at the point in time of the Buyer placing its order.
2. Conclusion of Contract
2.1 Our offers are subject to change.
2.2 All orders we receive constitute binding offers for the conclusion of a contract. We may accept such offers within ten workdays after we have received them. Our acceptance is expressed in the form of an order confirmation sent to the Buyer in text form or the delivery of the goods to the Buyer.
3. Terms and Conditions of Payment
3.1 The purchase price is due and payable immediately. Our invoices must be settled within 30 days after receipt. Upon expiration of this period, the Buyer will be deemed in debtor’s default. The invoice shall be deemed as received two days after we have sent it.
3.2 If it has been agreed that the Buyer is to release the goods for shipment within a certain period after our notification of readiness for shipment (release order), we are entitled to issue the invoice for the goods as of the point in time at which they are ready for shipment.
3.3 Payment (excluding any cash discount) shall be made in such a way that we can dispose of the amount on the final day of the payment period at the latest.
3.4 The Buyer may not offset any of its claims against us unless such claims are undisputed or have been finally adjudicated. The Buyer is entitled to retention rights solely if they arise from the same contractual relationship.
3.5 If the payment deadline is exceeded (cf. Clause 3.1), we are entitled to the statutory rights for debtor’s default. In particular, we are entitled to charge default interest in the amount of 9% p.a. above the current basic interest rate.
3.6 If and when our claim to payment is jeopardised by later circumstances resulting in a significant worsening of the Buyer’s assets, we are entitled to request immediate payment of any and all outstanding amounts.
3.7 In the circumstances described in Clause 3.6 and Clause 5.8, we may revoke the direct debit authorisation (Clause 5.7) and request advance payment for any pending deliveries.
3.8 The Buyer may ward off the legal consequences specified in Clause 3.6 and Clause 5.8 by providing security in the amount of our jeopardised payment claim. If, in the circumstances described in Clause 3.6 or Clause 5.8, the Buyer submits neither advance payment nor security in the amount of our jeopardised payment claim, we are entitled to cancel the contract, excluding any claims for damages by the Buyer.
We have a claim to security of the usual nature and scope for our claims, even if they are contingent or of limited term.
5. Retention of Title
5.1 We retain title of ownership to any and all delivered goods until all claims, in particular the current outstanding balances, to which we are entitled within the framework of the business relationship (reserved goods) have been satisfied. The above provision applies as well to future and contingent claims.
5.2 Any machining or processing of the reserved goods is deemed as undertaken on our behalf as manufacturers within the sense of Section 950 BGB, but does not establish any obligation for us. The machined and processed goods shall be deemed reserved goods within the sense of Clause 5.1.
5.3 If the Buyer processes, combines and mixes the reserved goods with other goods, we will be entitled to co-ownership of the new product in the ratio of the invoice value of the reserved goods to the invoice value of the other processed goods. If our title of ownership is nullified by combining, mixing or processing, the Buyer assigns to us here and now the ownership and/or expectant rights to the new stock or product to which the Buyer is entitled in the amount of the invoice value of the reserved goods (in the event of processing, in the ratio of the invoice value of the reserve goods to the invoice value of the other goods used in the processing) and safeguards them on our behalf free of charge. Our co-ownership rights shall be deemed reserved goods within the sense of Clause 5.1.
5.4 The Buyer may resell the reserved goods solely at its usual terms and conditions of business during the course of ordinary business and as long as the Buyer is not in default, provided that the Buyer has retained title and the claims from the resale are transferred to us pursuant to Clauses 5.5 and 5.6. The Buyer is not entitled to any other disposal of the reserved goods. The use of the reserved goods for the fulfilment of contracts for works and delivery of works shall be deemed resale within the sense of this provision.
5.5 Claims accruing to the Buyer from the resale of the reserved goods are hereby assigned to us here and now. We hereby accept the assignment. They serve in the same scope as security for the reserved goods within the sense of Clause 5.1.
5.6 If the Buyer resells the reserved goods together with other goods, the claims arising from the resale are hereby assigned to us in the ratio of the invoice value of the reserved goods to the other goods. We hereby accept the assignment. In the event of the resale of goods to which we have joint title pursuant to Clause 5.3, a part of the claim corresponding to our share of the joint title is assigned to us.
5.7 The Buyer is authorised to collect the claims from the resale unless we revoke the direct debit authorisation in the cases described in Clause 3.6 and Clause 5.8. Upon our request, the Buyer is obliged to advise its customers immediately of the assignment to us — unless we notify them ourselves — and provide us with the requisite documents and information for recovery. The Buyer is not entitled to pledge the claim under any circumstances; this provision applies equally to any and all types of factoring transactions that are also not permitted to the Buyer pursuant to our direct debit authorisation.
5.8 If and when the Buyer is in default of payment and this default indicates there is a threat to the realisability of more than a minor part of our claim, we are entitled to prohibit the further processing of the delivered goods, to collect the goods and, as necessary, to enter the Buyer’s premises. Repossession of the goods does not represent cancellation of the contract. Section 449 (2) BGB is to this extent set aside.
5.9 The Buyer must inform us immediately of any attachment or any other adverse action by third parties.
5.10 If and when the value of the securities that we hold exceeds that of the secured claims by more than 10%, we are obligated, at the Buyer's request, to release the excess value of the securities at our option.
6. Delivery Periods, Delivery Dates
6.1 Delivery is made ex works on the agreed delivery date or within the agreed delivery period.
6.2 Delivery periods commence with the date of our order confirmation, but not before complete clarification of all details of the order; this applies mutatis mutandis to delivery dates. All delivery periods and dates are subject to change due to unforeseeable production disruptions and to timely delivery by our own suppliers with whom we have concluded a congruent covering transaction.
6.3 In the case of release orders, we must receive the Buyer’s release in good time before the desired delivery date.
6.4 If the Buyer assumes or arranges transport of the goods, or if their shipment is delayed because of reasons for which the Buyer is accountable, our notification of readiness for shipment is sufficient for compliance with the delivery period.
6.5 If the Buyer does not fulfil contractual obligations — including, but not limited to, cooperation or ancillary obligations such as the opening of a letter of credit, presentation of German or foreign certificates, payment of an advance or similar actions — in good time, we are entitled to extend delivery periods and dates — without prejudice to our rights pursuant to Buyer’s default — as required by the circumstances of our production process.
6.6 Determination of compliance with delivery periods and dates is governed by the point in time of notification of readiness for shipment or shipment ex works.
6.7 In the event of force majeure, delivery periods will be extended or delivery dates will be postponed by a reasonable amount. Force majeure also includes industrial action in our own and thirdparty operations, transport delays, machine breakage, government actions and any other circumstances for which we are not accountable. We will notify our Buyer without delay of the occurrence of force majeure. The Buyer is entitled to cancel the contract no earlier than six weeks after receipt of this notification.
6.8 In the event of our failure to comply with delivery periods, the Buyer is not entitled to exercise the rights pursuant to Sections 281 and 323 BGB until it has set for us a reasonable period for delivery that — to this extent, in abrogation of Sections 281 and 323 BGB — is accompanied by the declaration that it will refuse acceptance of the performance after the expiration of the period. Following the fruitless expiration of the period, any claims to fulfilment are excluded.
7. Dimensions, Weight, Quality
Deviations from dimensions, weight and quality are permissible in accordance with DIN or the applicable standard (±10%). Weights are determined by the use of calibrated scales and are decisive for billing. Verification of weight is provided by presentation of the weighing record. Unless individual weighing is usual, the total weight of each consignment is valid.
8. Shipping, Packaging and Passing of Risk
8.1 Unless otherwise agreed, we will determine the shipping agent or freight carrier.
8.2 If the loading or transport of the goods is delayed due to reasons for which the Buyer is accountable, we are entitled, at our reasonable discretion and at the Buyer’s expense and risk, to store the goods, to initiate any and all measures that appear expedient for the preservation of the goods and to issue the invoice for the goods as delivered. The above provision applies as well if goods that have been reported as ready for shipment are not released within four days. The above provision is without prejudice to statutory provisions regarding default of acceptance.
8.3 If the shipment of the goods is replaced by notification of readiness for shipment (Clause 6.4), the risk of accidental loss or accidental worsening of the goods passes to the Buyer three workdays after the sending of the notification of readiness for shipment.
8.4 We deliver the goods in packaging to the extent usual in trade at the Buyer’s expense. To the extent legally permissible, packaging and protective and transport aids are not returnable; deposit, loading and transport materials are excepted. Any packaging beyond what is needed for transport or any other special protection (e.g. for longerterm safekeeping or storage of the goods) is subject to express agreement.
8.5 If damage has occurred during transport, the Buyer shall immediately request preparation of a record from the responsible positions.
8.6 The conclusion of transport or other insurance is the Buyer’s responsibility.
9. Claims Due to Defects
9.1 The goods are in compliance with the contract if they do not deviate or deviate only slightly from the agreed specifications at the time of the passing of risk. Compliance with the contract and freedom from defects of our goods are determined solely and exclusively by the express agreements concerning quality and quantity of the ordered goods. A warranty for a specific intended purpose or a specific suitability is assumed solely to the extent that such a warranty has been expressly agreed; in all other respects, the Buyer bears exclusively the risk of suitability and use.
9.2 Content of the agreed specification and any expressly agreed intended use do not establish any warranty; the assumption of a warranty is subject to written agreement.
9.3 The Buyer shall inspect received goods immediately after their receipt. Claims due to defects are possible solely if written complaint of the defects is submitted immediately; complaint of hidden defects must be submitted immediately upon their discovery. If an agreed acceptance procedure has been carried out, complaint due to defects that could have been determined during this acceptance are excluded.
9.4 In the event of complaints, the Buyer shall immediately give us an opportunity to inspect the goods that are the subject of the complaint; upon request, the goods that are the subject of the complaint or a sample of the goods shall be made available to us at our expense. If the complaints prove to be unjustified, we reserve the right to charge the Buyer for the freight and transshipment costs as well as the expenses for the inspection.
9.5 If the goods have been sold as declassified material (e.g. socalled IIa material), the Buyer is not entitled to any warranty claims regarding the stipulated defects and any defects which it must normally expect to find in declassified material.
9.6 In the event of the existence of a defect, we will at our discretion — taking into account the Buyer’s interests — provide subsequent performance either through replacement delivery or subsequent improvement. If we are unable to carry out the subsequent performance successfully within a reasonable period of time, the Buyer may set for us a reasonable period for subsequent performance and, following its fruitless lapse, either reduce the purchase price or cancel the contract.
9.7 The warranty period in the event of defective delivery is one year from the passing of risk. The above provision is without prejudice to the statutory warranty periods for goods that have been used in the construction of a structure corresponding to their usual use and have caused the defectiveness of the structure. The above provisions are also without prejudice to any claims for damage compensation pursuant to Clause 10 below.
9.8 Buyer’s recourse claims pursuant to Section 478 BGB against us are limited to the statutory scope of the thirdparty claims due to defects asserted against the Buyer and presume that the Buyer has satisfied its obligation to submit complaint pursuant to Section 377 HGB [German Commercial Code] in its relationship to us.
10.1 Unless otherwise regulated in these terms and conditions, we are liable to pay damages solely in cases of wilful intent or gross negligence as well as of culpable breach of major contractual obligations; in all other respects, liability for simple negligence is excluded. Major contractual obligations are any and all obligations which must be fulfilled if the contract is to be performed properly at all and which the contract partner can normally expect to be fulfilled. In the event of culpable breach of major contractual obligations, we are liable — except in cases of wilful intent and of gross negligence — solely for damage or loss which is typical of the contract and foreseeable.
10.2 The above limitation of liability does not apply to injury to life, body and health. The above provisions are without prejudice to claims based on the Product Liability Act.
10.3 The above limitations of liability also apply to culpability of our legal representatives or vicarious agents.
11. Special Features of Export
11.1 The Buyer is obligated to obtain information regarding any possible restrictions on exports, in particular, but not limited to, embargoes against specific countries, companies or individuals, and to comply with said restrictions. The Buyer covenants to comply with any and all pertinent requirements and, as appropriate, to request compliance from its own customers as well.
11.2 We expressly point out that the export of some of the goods in which we trade are subject to approval by the German Federal Office for Economic Affairs and Export Control (BAFA). Our customers covenant to apply for the appropriate permit — if required — when exporting materials purchased from us.
11.3 Should a buyer domiciled outside the Federal Republic of Germany (foreign customer) or its agent collect the goods or ship them abroad, the Buyer must provide us with the export certificate required for tax purposes. If this certificate is not be presented, the Buyer must pay VAT on the invoice amount for deliveries within the Federal Republic of Germany.
12. Final Provisions
12.1 Any and all contractual relationships between us and the Buyer are governed solely and exclusively by the laws of the Federal Republic of Germany, excluding application of the United Nations Convention on the International Sale of Goods of 11 April 1980.
12.2 Place of performance and venue for both parties is Stelle. We are also entitled to file suit against the Buyer at courts having general jurisdiction at the latter’s registered office.
12.3 Amendments to and modifications of the contract and subsidiary agreements shall not be binding on the parties unless in writing. The above provision also applies to the waiver of this clause requiring written form.
12.4 If individual provisions of these Terms and Conditions of Sale are invalid, the effectiveness of the Terms and Conditions of Sale as a whole shall not be affected.
12.5. The German version of these Terms and Conditions of Sale is authoritative. Any versions in other languages are solely translations.
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