GTC Purchase

1. Foreword

We gauge the quality of our products and services on the satisfaction of our customers. As a customer-oriented company, our quality management is aligned to understand, register and fulfill the needs of our customers over and beyond their expectations. For this reason, our suppliers have to be fully integrated in our quality management. We see ourselves as a link in the quality chain between our customers and suppliers and are therefore responsible for continuous fulfillment of the quality requirements.

2. Conclusion of contract

We place written orders based on the following conditions. Deviating conditions, if not specified in our order, are not valid. Verbal agreements only apply if they have been confirmed by us in writing.
The order must be confirmed immediately by the contractor in exact wording and with exact details of delivery and payment conditions. In the event of deviating confirmations, the order shall only be deemed to have been placed if these changes are confirmed by us in writing. Insofar as our order contains a price indication, this must be considered as a fixed price. Outsourcing to subcontractors requires our prior written consent.

3. Delivery conditions

The Supplier commits himself to mark deliveries to us according to our order with our order number, part number and possibly with a batch number. The independent application of markings other than those ordered by us directly on the products (e.g. casting marks) is prohibited or requires our express permission. Packaging units are to be marked stating the contents, quantity and order number. All documents must be written in German or English. Delivery notes, shipping advices and invoices must contain our order number besides the normal details. They must be submitted in due time. Delivery notes, shipping advices and works certificates, if specified in our order, must be received together with the goods. Invoices must be received latest by 5th of the following month. Documents required in our order, such as works certificates, are part of the delivery. Documents required in our order, such as works certificates, are part of the delivery. As a result, the delivery is not deemed to have been fulfilled until we have received the required and corresponding documents. Upon receipt we will check the identity of the goods, which means that we check the details on the delivery note with the contents stated on the packaging list to see whether the delivery is wrong or whether the quantities are incorrect. Goods receipt control takes place from a statistical point of view as a random sample check. If the required quantities are packed in sub-units in the transport packaging, we will only check the details on the delivery note with the details stated on the corresponding packaging unit.
The agreed delivery time is binding. In case the supplier has evidence that agreements made for example with regard to quality features, deadlines and delivery quantities cannot be met, he informs us accordingly without delay, stating the reasons. The Supplier also informs us immediately of any discrepancies detected after delivery has been made. In the interest of finding a fast solution, the Supplier discloses the necessary facts and figures.
The Supplier commits himself to inform us of any changes in the production methods/materials (also with subcontractors), changes in subcontractors or changes in test methods/equipment and waits for our consent accordingly.
For all non-conformities in the delivered goods which are not obvious immediately after normal testing, the Supplier waives the defence of belated notice of complaints; the goods are considered not approved. On expiry of the agreed date for the delivery or service, the Contractor defaults without any further reminder being necessary. Even if the Contractor overruns an agreed deadline, we always demand that the Contractor fulfils his delivery obligations without delay in the full scope. All Acts of God and other circumstances for which we are not responsible entitle us to delay the fulfilment of our acceptance obligations for the duration of these events. No claims for compensation can be derived from such circumstances.
In the event of a complaint, it must be possible to trace the item unequivocally back to the corresponding non-conforming delivery, in order to localize the quantity of damaged parts and raw materials.
Nonconforming parts are then returned to the Supplier in the scope which is to be agreed with him. He commits himself to analyse every non-conformance and inform us at short notice about the cause of the nonconformity, together with the corresponding rectification and prevention measures he has introduced, indicating that these are effective.

4. Means of Transport

For deliveries free house, the Supplier is obliged to safeguard quality through to the destination. The Supplier’s forwarders must also be included in accordance with this requirement. Means of transport and packaging must be chosen appropriately for the goods and protect them adequately from damage and quality impairments (e.g. damage, corrosion).

5. Precursor materials

For manufacturing our products the Supplier is obliged to only use materials that meet the requirements of our business objective environment protection. (Details are stated on our homepage)

6. Sample and pilot series parts

Deliveries and documentation for samples and pilot series parts are provided at the conditions agreed with us. The aim is to produce the prototypes and pilot series parts under conditions as close as possible to series production conditions. To this end, samples must always be produced using the workflows, machines, tools and equipment intended for series production, including testing in production and final control using the testing equipment and instruments intended for series production.

7. Conditions of payment

Unless agreed otherwise, payment shall be made after receipt of the invoice and complete delivery, either within 14 days with 3% discount or within 30 days net, without prejudice to our right to later complaints. Payment is considered to have been made on time if we have verifiably issued a payment order by the due date. Assignments of claims are precluded (§ 399 German Civil Code).

8. Liability and warranty

Compensation can be claimed from the Supplier for additional expenditures incurred by us because of deliveries of faulty products (e.g. sorting measures, reworking, product-recalls).
In the case of threatening assembly stoppages and delivery delays on our part, the Supplier must initiate immediate measures at our request. These can include sorting and reworking, which if necessary can also be carried out by an authorised entity (local reworking company) within the required period of time. Compensation can be claimed from the Supplier for all costs incurred by faulty or missing parts and the resulting collateral damage.
The Contractor guarantees that his supplies and services comply with state-of-the-art engineering. He also commits himself to execute his services in such a way that they comply with applicable law. The contractor undertakes to use only those personnel who are familiar with the relevant regulations. He is liable for any damage resulting from the failure to bide by such measures.
Furthermore, he is liable for his supplies and services to the full extent without any limitations. In a guarantee case, we are also entitled to demand new deliveries within an appropriate period of time.

The warranty period is 24 months starting from the transfer of perils.

The Contractor is obliged to indemnify us from all claims arising from the violation of third-party rights.

9. Reservation of title

Materials, tools and models made available by us remain our property, subject to us also retaining or acquiring title to the items produced by connecting, mixing or processing the materials and the Contractor keeps these items for us after marking them specially. Insofar as the order includes the assumption of tool or model costs or pro rate tool costs, regardless of whether these are named specifically or included in the purchase price of the goods, it is considered agreed that the tools respectively models are our property. The Contractor shall name these tools or models for us and only use them exclusively for us and keep and care for them correctly and free of charge, including adequate insurance cover from fire, water, theft and destruction. This agreement replaces handover of the corresponding tools and models. We are justified to demand recovery of possession of the tools and models at any time.

10. Place of fulfilment, jurisdiction and governing law

The place of fulfilment for payment and place of jurisdiction is the Purchaser’s place of business. We reserve the right to prosecute the Contractor at his place of business or at the court responsible for us.

11. Data protection

The contractor is obliged to maintain absolute confidentiality with regard to the information obtained about us and our products, insofar as this goes beyond the information published by us on our homepage. A violation entitles us to claims for damages. We will use and archive the contractor’s data in accordance with our data protection declaration. The data protection declaration will be handed over to the contractor at any time upon his request.

12. Validity

The clauses of these General Purchasing conditions apply to all existing and future contractual agreements between the Purchaser and the Supplier. The Supplier shall oblige his sub-contractors to fulfil their corresponding obligations from this contractual agreement. The contractual relationships between us and the Contractor are subject to
German law; the validity of the UN sales law is excluded. Should any provision of these General Conditions of Purchase be or become invalid, this does not affect the validity of the remaining provisions.

GTC Business

1. Scope of application

Our supplies and services are only provided on the basis of the following conditions. Contradictory or deviating conditions of the Purchaser are only accepted if we have explicitly consented to their validity in writing. These Conditions of Sale also apply to all future transactions with the Purchaser.

2. Contract conclusion

Our quotations are without obligation unless stated otherwise in the order confirmation or we have explicitly declared otherwise in writing. The acceptance of the contract requires the written confirmation of the order by us. This also applies to all immediate or by the representative made side agreements and any changes.
Acceptance of the offer together with our written order confirmation and the conditions it contains constitute the contractual relationship.
Unlimited contracts can be terminated by giving 6 months notice to the end of the month.

3. Pricing

Our prices apply ex works; costs for packaging, freight, postage and statutory value added tax must be added to all prices. Subsequent reductions in the ordered quantity or subsequent distribution of the total quantity over several part deliveries and a reduction in the agreed call quantities result in an appropriate increase in the unit prices and possibly in the agreed tool model cost shares. Our prices are based on the current calculation factors. If there should be essential changes to order-related costs after concluding the contract and before the agreed delivery dates, we reserve the right to adjust the prices accordingly.

4. Execution

The goods are produced according to normal standards and generally accepted rules of engineering. Before concluding the purchase contract, we inform the Purchaser of the corresponding standards used on request.
Details featured in brochures and catalogues, such as illustrations, drawings, stated weights and dimensions are approximate values unless explicitly stated as being binding.

5. Weights and quantities

Deviations in weights and quantities, particularly for custom orders, are permitted in the scope of standard commercial tolerances, pertinent standards and technical requirements. Invoicing is based on the delivered weights and quantities as ascertained by us.

6. Returns

As far as our possibilities permit, we take back items supplied correctly by us if the items are in perfect condition and not from a custom order. Prerequisite for this is that the delivery is not longer than 6 months hence and no technical alterations have been introduced in the meanwhile. We charge 10% of the item value but at least €30.00 to cover the costs involved.

7. Tools and jigs

The tools and jigs produced to manufacture the goods remain our property, regardless of billing any cost shares. Jigs provided by the Purchaser are to be sent to us free of charge. We will only check compliance of the jigs provided by the Purchaser with the contractual specifications or drawings or samples sent to us on the basis of explicit agreements. We are allowed to change jigs provided by the Purchaser if this appears necessary for technical production reasons and the workpiece is not changed. The Purchaser pays the costs for changing, maintenance and use of his jigs. We are not liable for accidental loss or damage to the jig.
On acceptance of tied tools and jigs, we undertake only to use them for deliveries to the Purchaser.
We undertake to keep the tools and jigs for up to 3 years after the last delivery to the Purchaser.
After 3 years, we shall give the Purchaser an opportunity to comment on the need for further storage of the tools within a six week period. The storage period comes to an end if no comments or new orders have been received within the six week period. If the storage period ends in this way, we can return tools and jigs which are no longer required to the Purchaser at his costs and risk or, if the Purchaser does not respond to our collection request within an appropriate period, we can store the items at the normal cost rates and are then free to dispose of them after an appropriate period of grace. If a new order is promised within the six weeks, the storage period is prolonged by a further 12 months.
Order-related jigs produced or procured by us by order of the Purchaser remain our property even after invoicing the corresponding costs. If otherwise agreed that the Purchaser becomes owner of the jigs, ownership passes to the Purchaser on payment of the agreed price or cost share. Handover of the jigs is replaced by our storage obligation.
The Purchaser can only assert claims based on copyright or the protection of industrial property if he has drawn our attention to the existence of such rights and explicitly reserved these rights.

8. Inspection and acceptance

Normal testing of drop forgings, castings and other parts includes testing the dimensions according to drawings and inspection for surface faults and surface cracks, insofar as these can be ascertained by visual inspection. Where larger quantities are concerned, random sample testing is used. The costs for normal testing are included in the unit price.
The type and scope of additional tests and the corresponding test procedures, such as 100% hardness testing (e.g. Brinell or Rockwell), magnetic crack testing, ultrasonic scan fault testing etc. must be agreed specially before concluding the contract and stipulated precisely in the order and order confirmation. In the case of prescribed any acceptance, this must take place on our premises immediately after notifying the Purchaser that the goods are ready for shipment. The costs of the acceptance procedure are to be paid by the Purchaser.

9. Conditions of payment and customer’s credit rating

For new customers deliveries take place after prepayment. We reserve the right to obtain information on creditworthiness in the case of other terms of payment for which we make advance payment. In the event of insufficient creditworthiness, we generally demand advance payment. Otherwise, unless otherwise agreed, our invoices are payable net within 30 days. Tool costs cannot be discounted even if a discount is granted. If the customer is in default of payment, default interest shall be charged at a rate of 8% above the respective base interest rate in accordance with the German Civil Code p.a.. The assertion of a higher damage caused by default remains reserved. A reminder is not required. Cheques are not accepted for payment.
The Purchaser is only entitled to offset any payments if his counter claim has been legally established, is accepted by us or is not disputed.
If conditions of payment are not met or facts become known which give reason for the assumption of justified doubt in the creditworthiness of the Purchaser, all our accounts receivable become due for immediate payment. The same applies to costs incurred for all services, work in progress and completed work, but not for goods not yet delivered. In these cases, we only need to proceed with outstanding supplies and services after receiving advance payment or on provision of corresponding collateral, and can withdraw from the contract or demand damages for non-fulfilment after an appropriate period of grace.
In case of default of payment we reserve the right to inform appropriate credit agencies, which might affect the customer’s credit rating.

10. Reservation of title

We reserve the property and copyrights to illustrations, brochures, technical calculations and other documents. With the exception of the documents also available on our homepage, they may not be made accessible to third parties. All delivered goods remain our property until complete payment has been made. The suspension of individual receivables in a current invoice and the confirmation of balance do not affect the reservation of title. Payment is considered to be the reception of the corresponding amount on our account. The Purchaser is entitled to resell the reserved goods in normal business transactions; however, pledging or assignment as security is not allowed. The Purchaser is expected to protect our rights when reselling the reserved goods on credit. Furthermore, the Purchaser now assigns to us his claims from the resale of the reserved goods amounting to the total sum of the invoice agreed with us (including VAT). This assignment applies regardless of whether the corresponding item has been resold without or after further processing. As long as the Purchaser does not default with his payment obligations, he is entitled to collect the claims assigned to us as collateral himself when these become due. The Purchaser is obliged to inform us of the details required for collection referring to the assigned claims, and to inform the debtors of the assignment.
Any processing of the goods is carried out by the Purchaser on our behalf, without this resulting in any obligations for us. If the connection, mixing or blending of our product by the Purchaser results in the Purchaser acquiring a new product, he grants us co-ownership of the new product in the ratio of the value to the new product (invoice total plus VAT) and keeps the new product for us free of charge.
If the reserved parts are resold together with other goods, regardless of the conditions, the advance assignment agreed in paragraph 2 applies up to the amount of the value of the parts (invoice total sum including VAT) featured in the delivery transaction together with the other goods.
The Purchaser is not allowed to pledge or assign the goods as security. He must inform us of any third-party compulsory execution referring to the ordered goods about the assigned claims immediately in advance, providing all documents necessary for any intervention.
If the securities owing to us according to the above provisions exceed the realisable value of the claim being secured by 20%, we shall release the excess securities at our own discretion on request from the Purchaser from case to case.
Assertion of the reservation of title and pledging of the goods by us does not entail a withdrawal from the contract.

11. Delivery time and delay

Agreed delivery periods begin with the day of our order confirmation, but not before all details of execution have been clarified and all other prerequisites to be fulfilled by the Purchaser have been provided; the same applies accordingly to delivery deadlines. Delivery periods are considered to have been met if the ordered goods leave the delivery works at the agreed point in time or, in the case of delayed acceptance on the part of the Purchaser, are made available in the delivery works. We have not defaulted in delivery if the delivery cannot be made for circumstances for which we are not responsible. We are not responsible for Acts of God and stoppages in our own works or in subcontractor’s works which are not our fault. In important cases, the Purchaser shall be informed as soon as possible of the beginning and end of any such hindrances. If the Purchaser is delayed in making acceptance or culpably breaches other cooperation obligations, we are entitled to demand compensation for damage incurred by us in this way, including any possible extra expenditure. In this case, the risk of accidental loss or damaged to the purchased goods passes to the Purchaser at the point in time in which he has delayed the acceptance procedure.
If we are delayed in making delivery, the Purchaser can grant us an appropriate period of grace with the explicit declaration that he will refuse acceptance of the services after this period has expired, and then withdraw from the contract at the end of said period. At our request, the Purchaser is obliged to declare during the period of grace whether he will withdraw from the contract because of the delayed delivery and/or demand damages instead of the service, or will insist on receiving the delivery.

12. Packaging

Where necessary at our discretion, we shall pack the goods at the Purchaser’s costs according to standard commercial practice. Credit notes for returned packaging are ruled out.

13. Shipment and transfer of risk

Unless agreed otherwise in writing, the delivery clause “ex works” applies (Incoterms 2010). This also applies if we have undertaken to take on the transport costs.
Goods reported as ready for shipment must be collected immediately, otherwise we are entitled to choose whether to ship them or take them into storage, at the Purchaser’s costs and risk. We are also entitled to take the goods into storage at the Purchaser’s costs and risk if the transport which we have undertaken to provide cannot take place for reasons for which we are not responsible. The goods are considered to have been delivered one week after the storage period begins.
If no special instructions are issued, we select the means of transport and transport route at our discretion. This also applies if it has been agreed that we pay the freight costs.
The Purchaser bears the risk of shipment; this risk passes to the Purchaser as soon as the delivery leaves our works or one week after storage begins unless agreed otherwise, even if we have taken on the delivery. If the shipment is arranged by the customer, the risk shall pass to the customer after we have notified the customer that the goods are ready for shipment.

14. Warranty

The Purchaser shall examine the goods immediately after arrival for quantity, quality and guaranteed properties. Any obvious defects must be reported within one week in writing. Prerequisite for accepting such complaints is that the goods are still in delivery condition.

Hidden defects, which are only recognizable during machining or after the goods have been put into use, shall only be recognized within six months of the transfer of risk. These faults must also be reported by the Purchaser immediately on discovery. It must be possible to ascertain that the faulty goods were delivered by us. In the case of agreed acceptance or first product inspection, no complaints will be accepted for faults which could have been ascertained during detailed inspection.
Goods subject to complaints must be made available immediately for collection by us. If the corresponding goods are returned to us without our consent, the Purchaser pays the return costs.
If the Purchaser makes any changes to the goods already subject to complaint without our consent, he loses any corresponding warranty claims.
In the case of justified complaints submitted on time, the faulty goods shall be repaired, replaced free of charge or credited in a credit note by us at our choice. We do not refund any costs for dismantling and installation or the costs for processing faulty goods by the Purchaser. Repairs or replacement delivery can only be demanded by the Purchaser if the faulty items fail to comply with the limits stipulated in the corresponding standards. Losses from faulty pieces up to 0.5% of the ordered quantity but min. up to 2 pieces are to be borne by the Purchaser. If the repair work or replacement delivery is not successful within the period of grace granted to us or if the repair work or replacement delivery fails for any other reason, the Purchaser is entitled to demand cancellation of the contract or reduction in the purchase price.
Processing costs on faulty pieces are not refunded. Refunding of reworking and additional working costs is only possible on the basis of a prior agreement. Claims for compensation expire at the latest one month after we have rejected the complaint in writing.

15. Limits on liability

Unless indicated otherwise below, any other further claims from the Purchaser against us for any legal reasons whatsoever, particularly for violation of obligations from the obligatory relation and from tortious acts are ruled out.
This limit on liability does not apply in cases of mandatory liability, e.g. according to the product liability law, in cases of wilful intent, gross negligence of the statutory representatives or senior executives and culpable breach of essential contractual obligations. In the case of culpable breach of essential contractual obligations, we are only liable for reasonably predictable damage typical to this kind of contract, apart from cases of wilful intent or gross negligence of our statutory representatives or senior executives. The limit on liability also does not apply to damages for injury to life, body or health and to the lack of a guaranteed property, to the extent that the specific purpose of the guarantee is to protect the Purchaser from damage not incurred in the actual delivered goods themselves.
Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, statutory representatives and vicarious agents.
The execution of special quality and outgoing controls specifically assumed in the contract is not considered at the same time to be an assumption of the duty to maintain safety. We presume that the Purchaser for his part proceeds with all necessary inspections for fulfilment of the duty to maintain safety.
If third parties lay claims against us arising from producer liability, the Purchaser is obliged to indemnify us from all such claims as soon as we prove that the cause of the liability lies with the Purchaser’s supplies or services. Notwithstanding claims according to §§ 1.4 Product Liability Law.

16. Protected rights

The Purchaser is obliged to verify any possible violation of industrial property rights through placing the order and, where necessary, to draw our attention to the fact that the order refers to parts effectively protected by industrial property rights.
The Purchaser assumes all liability for claims made against us by a beneficiary for this reason in execution of the Purchaser’s order.

17. Data storage

The customer acknowledges that on the basis of this contractual relationship we store data of the customer for the purpose of automatic processing (e.g. writing of order confirmations, invoicing). The customer’s data shall be used and archived by us in accordance with the statutory requirements and our data protection declaration in the version valid at the time of conclusion of the contract. The data protection declaration will be handed over to the customer at any time upon his request.

18. Place of fulfilment, jurisdiction and governing law

The place of fulfilment and jurisdiction for delivery and payment is Essen. We reserve the right also to make claims against the Purchaser at his general place of business.
The Contract is subject to the laws of the Federal Republic of Germany, excluding the validity of the United Nations Convention on Contracts for the International Sale of Goods.

19. Validity

Should any provision of these Conditions of Sale and Delivery be or become invalid, this does not affect the validity of the remaining provisions.

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