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arrowGeneral Terms of Sale and Delivery

arrow§ 1 Scope of Validity

Our deliveries and services are exclusively provided in accordance with the following General Terms and Conditions of Trade. These also have validity for all future business relationships, even if they are not expressly agreed to once more. They also have validity if we have not contradicted deviating conditions of the ordering party in individual cases, which we hereby expressly refuse.

Our Terms of Sale also have validity if we accept the delivery without reservation although we are aware of supplier conditions which contradict or deviate from our Conditions of Purchase. We likewise are under no obligation in as far as the terms and conditions of trade of the supplier deviate from statutory provisions, independent from the content of these Terms of Sale.

arrow§ 2 Offer and Conclusion of Contract

1.       Our offers are subject to change without notice. It is merely a demand to the ordering party that he make offers.

2.       The placement of an order by the ordering party is a binding offer. We can choose whether to accept this offer within a period of 4 weeks by sending a written order confirmation (including by fax or e-mail) or refuse it. The invoice is deemed to serve as the order confirmation if a delivery is made without delay.

3.       Our employees, commercial representatives or other selling agents are not entitled to dispense with the requirement of a written order confirmation or make any deviating promises with regard to the contents or make declarations.

arrow§ 3 Prices and Payments

1.       In as far as nothing to the contrary is stated in the order confirmation, our prices are deemed to be “ex works“ and net of Value Added Tax and other country-related duties when delivering abroad and the costs for the customary packaging, any shipping expenses borne by us in exceptional cases, delivery costs, etc.. If nothing to the contrary should be compulsory stipulated in the statutory provisions, the ordering party is to bear any supplementary charges, public charges or similar. We are entitled to demand an immediate reimbursement of expenses paid in advance for freight and other expenditures.

We reserve the right to increase our prices accordingly after conclusion of the contract if prices increases should especially occur as a result of a conclusion of a collective pay agreement or increases in material prices and there is a minimum period of 4 months between the conclusion of the contract and the anticipated delivery.

2.       Invoices are payable on a cash basis without deduction within a period of 14 days of the date of invoice. Should this not be adhered to, the ordering party is in default as from this moment in time without additional requirements. Payments are to be made free our paying agent.

As from the commencement of the default situation, we are entitled to demand default interest of 8% above the basic interest rate pursuant to §247 of the German civil code (BGB). We are entitled to assert a higher claim for compensation should we be able to provide proof of the occurrence of higher delay damages. The ordering party has the right however to provide us with proof that no damage has been incurred as a consequence of the delay in payment or that the damage is fundamentally less.

3.       If the ordering party is in default with a payment, all other amounts receivable are due immediately if the contractual partner is unable to provide proof that he was not responsible for the default.

The ordering party only has setting-off rights if his counter-claims have been found by a court to be final and conclusive, are undisputed or have been recognised by us.

The rights of the ordering party to retain the payment or enter pleas are excluded with the exception that we breach fundamental duties which arise from the same contractual relationship despite a written warning and do not offer reasonable security.

5.       Contrary to any other provisions of the ordering party, we are entitled to set payments off against his older debts. If costs and interest have already been incurred, we are entitled to initially set the payment off against the costs, then the interest and then the main performance, even if the ordering party stipulates otherwise. In the case of financing aid being provided, the payment is initially set off against the main performance followed by the interest and costs.

6.       If we should gain knowledge of circumstance which give rise to doubts concerning the solvency and creditworthiness of the ordering parts, especially if he does not cash a cheque in, ceases the making of payments or if we gain knowledge of the commencement of insolvency proceedings, we are entitled to demand repayment of the entire balance owing even if we have accepted cheques. We can also demand advance payments and the provision of security in such cases. We are not obliged to continue with the performance as long as this has not been adhered to accordingly or has been fulfilled in a manner which is possibly contestable. The same is the case with regard to a payment not being made for a pervious delivery in good time. No agreed discounts will be granted if a balance is due to our benefit at the time of payment.

Upon knowledge being gained of the existence of the above situations or an application being made for the commencement of insolvency proceedings, we are entitled to repudiate all contracts after the stipulation of a reasonable time-limit, within which the other party is to provide the counter-performance or security concurrently with the performance according to his choice and after the time-limit has expired without effect. In the case of repudiation, the ordering party is to reimburse us with the expenditure which we prove has been incurred by us. The assertion of claims for compensation over and above the foregoing remains unaffected by this.

arrow§ 4 Quality of the Purchased Item

1.       The quality of the purchased item is stipulated in the brochures, datasheets, documentation and other tangible product description which can be inspected on our premises at all times and which can also be sent upon demand. The information enclosed therein is neither warranted nor guaranteed.

2.       Deviations from illustrations, dimensions, weights and other performance data are permissible when they are customary in the trade. We therefore reserve the right to make additional supplies or short supplies of maximum 10%.

arrow§ 5 Time of Delivery and Performance

1.       Periods of delivery do not commence before the receipt of any documents which are to be obtained by the ordering party and prior to receipt of any agreed down payments. Deliveries are made ex works. A period of delivery is deemed to have been adhered to if the shipment is ready for shipping within the time-limit and the ordering party has been informed of this and if it has already left our premises.

2.       In the case of a force majeur or other circumstance which are unforeseeable, extraordinary and for which we are not at fault, e.g. a non-delivery by our suppliers, stoppages caused by fire, water and similar circumstances, a production plant and machine failure, strike and lock-outs, defects of material, energy, transportation possibilities, official interventions (even if these affect our suppliers), we are entitled to postpone the delivery or performance for the duration of the hindrance with the addition of a reasonable start-up period. The customer is however entitled in all cases to setting us a reasonable additional period of time of a minimum of 14 days if we exceed the agreed delivery dates by more than 1 week. The customer is entitled to repudiate after an expiry of the additional period of time without effect.

3.       We are entitled to provide partial performances to a reasonable extent prior to expiry of the delivery period. Partial deliveries and invoices on account are permissible.

4.       If the shipping of the delivery is delayed on the ground of circumstances for which we are not responsible, we are entitled to calculate storage charges of 0.5% of the invoice amount for each month or part thereof, the exception being if the ordering party provides proof of lower damages having been incurred. The right to assert claims over and above the foregoing remain unaffected, e.g. all claims arising from the occurrence of a default situation.

5.         If an agreed delivery period should not be adhered to through a fault of our own and we have not acted with gross negligence or intent, the ordering party is entitled to claim compensation for damages resulting from defaults or repudiate the contract after expiry of a reasonable additional period pursuant to §5 clause 2 under exclusion of the assertion of additional claims. This also has validity for such cases as are stipulated in §5 clause 2. The compensation for default is restricted to a maximum of 5% of that part of the delivery as has not been made in accordance with the contract. Repudiation is excluded if the ordering party is himself in default of acceptance.

arrow§ 6 Passing of the Risk

1.       In as far as an obligation for which the debtor has to perform at the creditor’s address is not agreed to, the risk passed to the ordering party as soon as the products have been handed to the person who is responsible for the transportation or has left our branch for the purpose of shipping. This has validity regardless of whether we execute the transportation with our own vehicles or whether we deploy an external haulage contractor and regardless of whether we bear the shipping costs. The loading of the products is an obligation of the ordering party, clauses such as “Delivery free....“ or clauses of a similar kind merely result in a deviating regulation of the transportation costs but do not amend the above bearing of the risk rule.

2.         If the shipment, acceptance in our own company or the trial operation be delayed on grounds for which the ordering party is responsible or should he be in default of acceptance on other grounds, the risk passes to the ordering party on the date the products are made available.

arrow§ 7 Liability for Defects

1.       The warranty rights of the ordering party require that he has correctly met his inspection and complaint obligations pursuant to §377 of the German commercial code (HGB). The customer is to provide a notification of defects which are obvious and which would be discernible during a correct inspection (assuming that such is feasible in the proper course of business) and which are typical in writing within a period of 8 days after delivery. The contractual partner has a duty to providing us with a detailed written description of the defect which is the subject of the notification. The customer is to provide notification of defects which are concealed and which are not discernible during a correct inspection within a period of 8 days of them being detected. If the period for the notification of the complaint should not be adhered to, a warranty for the defects concerned does not come into consideration. A processing of received notifications and inspections of the products do not result in us dispensing with the assertion of a claim for delayed or incomplete notifications of defects.

2.       We do not provide a warranty for damages which especially result from incorrect storage and/or an interruption in the cold chain in as far as the damage occurs after the passing of the risk.

3.       We provide warranties for our products being free from defects for the contractually agreed period or period stipulated by us as being the sell by date of the product but maximum one (1) year after delivery. In the case of there being a defect, we can choose to either remedy the defect or supply an item which is free from defects. In the case of the subsequent performance being unsuccessful, the ordering party is entitled to demand a reduction or repudiate the contract according to his choice. Claims over and above the foregoing, especially for a reimbursement of expenses or claims for compensation on the grounds of damages caused by a defect and consequential damages caused by a defect will not be accepted by us as long as such damages do not result from intent or gross negligence.

4.       When samples are taken by the food supervision authorities, we are to be sent two cross-samples without delay. These are required so that we can identify the products. We only recognise our products as being our product if we are provided with the correct cross-samples.

5.       If the ordering party has an obligation to set us a reasonable deadline for the provision of our performance as a requirement for his assertion of his rights, the deadline is only reasonable if it is not prior to a period of 20 days.

          We are entitled to refuse to subsequently perform if this is only possible by incurring unreasonable expenses. Costs are especially deemed to be unreasonably high if the total expenditure for the subsequent performance is higher than 30% of the market value of the sold products. The other rights of the ordering party remain unaffected.

6.       We are to bear the expenditure which is necessary for the purpose of the remedying of the defect, especially transportation, infrastructure, work and material costs as long as these are not increased by the item being transported to a place other than the place of performance. Replaced products are transferred to our ownership.

7.       The ordering party is to bear the inspection costs if the defect cannot be detected.

8.       Only the direct ordering party is able to assert warranty claims against us, such claims not being assignable.

9.       The ordering party is not entitled to repudiate on the grounds of insignificant defects. He is obliged to accepting the delivery.

10.       If the time-limit for the subsequent performance should expire without success, we are entitled to demand that the ordering party assert his other warranty claims against us within a period of one month. Warranty rights are excluded if he does not provide a corresponding declaration within this time-limit; this only has validity if we have instructed him of this legal consequence in the demand with stipulation of the time-limit.

arrow§ 8 Claims for Compensation

1.       Should nothing to the contrary be stipulated in these terms, we only provide compensation for a breach of contractual, non-contractual or statutory duties and for the reimbursement of futile expenditure in the case of intent or gross negligence. This also has validity for a breach of duty on the part of our legal representative and vicarious agents.

In the case of a liability, we compensate the proven damage incurred by the ordering party taking the following limitations into account and within the scope which was foreseeable for us as a consequence of the breach of duty at the time the contract was concluded and which could not be avoided for the ordering party.        

2.       We assume no liability for damages caused to the delivered item; we especially assume no liability for lost profits or other pecuniary damages incurred by the ordering party.

The liability for damages in connection with personal injury, death or health impairments is excluded from all liability restrictions.

3.       The foregoing liability restriction with the stipulated limitation also have validity for claims asserted on the grounds of fault at the time the contract was concluded, an infringement of secondary obligations an especially for producer liability claims pursuant to §823 BGB.

4.       The ordering party can only claim compensation instead of the performance in the case of serious breaches of duty.

5.       The ordering party is responsible for providing proof of the causality of an advertisement of the decision to purchase. If the ordering party pleads a quality agreement by virtue of a public statement or advertisement by us, the manufacturer or its agents, he is to provide proof that this statement was causal for the decision to purchase.

The ordering party must prove that the sold item was defective at the time the risk was passed. This provision is not valid if the ordering party is a consumer. On the contrary, it is assumed within a period of 6 months of the passing of the risk that the item was already defective at the passing of the risk.

6.       Under no circumstances have we provided guarantees or quality warranties.

7.       If the subject matter of the contract is a particular item which is only of the same kind, our liability is determined in accordance with the foregoing provisions; a liability which is not connected with a fault is excluded.

arrow§ 9 Reservation of Title

1.       All of our deliveries and services are made and provided subject to a reservation of title. The ownership is only transferred to the ordering party if we have received satisfaction of all of our receivables on the grounds of the business relationship, together with such as are in connection with the object of purchase. This includes all receivables, irrespective of the legal grounds including the receivables which originate in the future or which are conditional arising from a contract concluded simultaneously or later in the scope of the business relationships. This also has validity if payments are made against separately designated receivables. In the case of a current account, the reserved title serves as security for our receivables balance.

2.       The ordering party has a duty to treat the purchased item with care; he is especially obliged to sufficiently insuring this against fire damage, water damage and theft at the original value.

3.       The ordering party is neither permitted to pledge the delivered item which is the subject of our reservation of title, nor is he permitted to transfer it by way of security. He is to provide us with immediate notification of pledges and other third-party disposals. In such a case, the ordering party is to provide us with the assistance which is necessary for the safeguarding of our interests. The ordering party is to bear the costs incurred for any interventions as might be necessary. In the case of a discontinuation of payments, the ordering party is also to notify us of the existing products.

4.       If the ordering party should be in default of payment, we are entitled to demand an immediate return of the products, i.e. without repudiation of the contract, notwithstanding a maintaining of the contract. The ordering party has a duty to handing out the products. An assertion of our reservation of title by ourselves is only deemed to be a repudiation of the contract if we expressly declare this in writing.

5.                The processing or conversion of the reserved products by the ordering party is always for us. A processing and reworking of the reserved products or a mixture results in a continuation of the reserved ownership of the processed or reworked products. If the reserved products are inseparably processed or mixed with objects which do not belong to us, we acquire ownership of a new item in the ratio of the invoice value to the invoice value of the other products which are used. The resulting co-ownership rights are deemed to be reserved products in the meaning of these conditions. If our products are joined to other movable items to form a uniform item or are inseparably mixed with such and the other item is deemed to be the principal item, the ordering party transfers the partial co-ownership in as far as he is the owner of the principal item. In the foregoing cases, the ordering party already transfers his ownership rights in the processed, joined or mixed products to us at this moment in time. The transfer is replaced by the ordering party taking the processed, joined or mixed item into storage for us. The item which results from the processing, usage and mixing is subject to the same conditions as for reserved products

6.       The ordering party is entitled to process and sell the reserved products in the customary course of business, the exception being if he is default towards us, has discontinued payments or insolvency proceedings have been commenced in his assets. The ordering party already assigns the receivables to which he is entitled from his purchasers or third parties as a result of a resale and all rights to us in there entity now. We accept this assignment. If reserved products should (after processing/joining) be sold by the ordering party together with products which do not belong to the seller, he already assigns the receivables to which he is entitled on the grounds of the reselling to us with the value of the reserved products together with all subsidiary rights and priority before the rest. We already accept this assignment now. The ordering party is entitled to collect the receivables after assignment. Our possibility of collecting the receivables ourselves remains unaffected. However, we obligate ourselves to not collecting the receivables ourselves as long as the ordering party correctly meets his payment and other obligations, is not in default of payment and it is especially the case that no application has been made for the commencement of insolvency proceedings, payments have not been discontinued or there are grounds which provide doubt as to the solvency and creditworthiness of the ordering party. Under no circumstances is the customer entitled to assign the receivable in another form.

7.       We can demand that the ordering party informs us of the notification of the assigned receivables and their debtors, provides all of the information which is required for the collection, hands us the corresponding debtors and informs the debtors of the assignment. Any bills of exchange presented by third-party purchasers are to be transferred to us.

8.       If the value of the security to which we are entitled exceeds the total receivables which are due from the customer by more than 20%, we are upon demand of the ordering party, obliged to releasing the securities of our choice. If we take products back in mutual agreement, the amount credited only corresponds with the current value.

arrow§ 10 Applicable Law, Jurisdictional Venue, Place of Performance, Suspension of the Limitation of Actions

1.       The contractual relationship is subject to the law of the Federal Republic of Germany.

2.       The place of performance for all obligations arising from the contractual relationship is our place of business with regard to deliveries (including carriage paid deliveries), payments, etc..

3.       The jurisdictional venue including for summary actions based on bills of exchange and cheques is our place of business if the ordering party is an entrepreneur or a public-law corporation. The same jurisdictional venue also has validity if the ordering party does not have a general jurisdictional venue in Germany or who transfers his place of abode or habitual residence abroad after conclusion of the contract. In each case, the ordering party can file a suit against the ordering party at his place of business.

4.       Irrespective of statutory provisions over and above the foregoing, the suspension of the limitation of actions also terminates if the suspended negotiations are not continue in the matter after a period of four weeks. A recommencement of the limitation of actions pertaining to the customer requires our express written confirmation.

arrow§ 11 Escape Clause

If a provision in these terms and conditions should be invalid now or in the future, this has no effect on the validity of all of the other provisions or agreements. The invalid provision is to be replaced with a valid agreement which comes as close as possible to fulfilling the commercial purpose of the incorrect provision.

arrowGeneral Conditions of Purchase

arrow§ 1 Validity of our Conditions of Purchase

The legal relationship between the supplier and ourselves is exclusively based on the following General Terms and Conditions of Trade. These also have validity for all future business relationships, even if they are not expressly agreed to once more. They also have validity if we have not contradicted deviating conditions of the ordering party in individual cases, which we hereby expressly refuse.

Our Conditions of Purchase also have validity if we make a delivery to the ordering party without reservation although we are aware of conditions of the ordering party which contradict or deviate from our Terms of Sale. We likewise are under no obligation in as far as the terms and conditions of trade of the supplier deviate from statutory provisions, independent from the content of these General Terms of Sale.

arrow§ 2 Offer and Conclusion of Contract

1.       We always place orders in writing; oral orders or orders placed by telephone require written confirmation. The written form is also given if the declarations are made by fax or e-mail.

2.       Our order is a binding offer. The supplier can accept this order within a period of one week by sending a written order confirmation or by delivering the ordered products to us within the same time-limit, as he chooses.

arrow§ 3 Prices, Payments, Default

1.       The prices stated in the order are binding. The price does not include Value Added Tax. The price includes packaging and delivery “carriage paid”.

2.       We are to be sent the invoice in duplicate. It must include the supplier number, number and date of the order, the turnover tax identification number for intracommunity deliveries within the European Union, the place of unloading, number and date of the delivery note and the quantity of the invoiced products.

3.       The supplier has a duty to taking packaging materials left with us upon delivery back upon demand. Upon request of the supplier, we will return the packaging materials back to him at his expense or dispose of it.

4.       We choose the means of payment.
         
The invoiced amount is due for payment 60 days after the products have been delivered and are complete and free from defects or after receipt of the invoice – the later date being decisive. In the case of premature deliveries being accepted, the agreed delivery date is deemed to be the date due. In the case of partial deliveries, the last partial quantity is decisive. In the case of our making a payment within a period of 14 days after the decisive date stipulated in clause 1, we are entitled to made a prompt-payment deduction of 3% of the net amount, we being entitled to deduct a prompt-payment discount of 2% from the net amount if we make the payment within a period of 30 days.

Apart from this, the statutory regulations have validity with regard to a default in payment.

5.       If we should be in default of payment, the supplier is entitled to charge default interest of 4% for the year. Any default compensation over and above the foregoing are excluded.

We only accept the assertion of any reservation of title by the supplier against us when it is in the form of an ordinary reservation of title; we expressly contradict an extended or expanded reservation of title.

arrow§ 4 Setting Off, Right of Retention, Assignment Prohibition

1.       The supplier is only entitled to set-off against his own claims if his counter-claims have been found by a court to be final and conclusive, are undisputed or have been recognised by us.
          A setting off against claims assigned to him is excluded.

2.       The supplier only has a right of retention with regard to claims arising from the same contractual relationship which have been found by a court to be final and conclusive, are undisputed or have been recognised by us. We are entitled to avoid rights of retention, including the plea of non-performance, by providing security which can also be in the form of a bank guarantee. The security is deemed to have been provided if the supplier is in default of acceptance upon the acceptance of the security.

3.      The supplier is not entitled to assign his claims against us or encumbrance them with third-party rights without prior written approval.

arrow§ 5 Delivery, Passing of the Risk, Default in Delivery

1.       Agreed dates and time limits are binding. The receipt of the products by us is decisive with regard to adherence to the deliver date or period of delivery.

          The products are delivered to the shipping address stated by us on account and risk of the contractual partner. If the delivery is agreed to be “free at works“ or ”ex works“, the supplier is to make the products available in good time taking the customary time required for loading and shipping into account.

2.       The supplier has a duty to handing over and passing the title of the documents pertaining to the products in the required quantity free of charge upon delivery of the products.

3.       The supplier is only entitled to make partial deliveries with our express approval. When making partial deliveries, the remaining quantity is to be stated on the delivery note.

4.       In the case of deliveries made as drop shipments, we are to be informed in the form of written shipping advices.

5.       The risk of accidental loss and accidental deterioration is assigned to us upon delivery of the products to our stipulated address.

6.       The supplier is to provide us with immediate notification if it is foreseeable that the agreed delivery date cannot be adhered to; the right to assert extended claims for default over and above remains reserved.

7.       The supplier is in default with the delivery if the products are not delivered to the shipping address on the agreed date.

8.       In the case of a default of delivery, we will assert a claim for damage caused by default in the amount of 0.3% of the gross order value for each day or part of a day on which the delivery period is not adhered to, maximum 5% of the gross order value however. The supplier has the right to furnish proof that the damage incurred is lower. We reserve the right to assert a higher claim for damage caused by default.

9.       The supplier is aware that even short delivery delays can result in production losses. As we supply to our customers just in time, even short delivery delays can result in our customers asserting substantial claims for compensation and/or contractual penalties, for which recourse will ultimately be made to the supplier.

10.     Our claim for performance is only no longer valid if the supplier has met the claims for compensation which we have asserted as chosen by ourselves.

arrow§ 6 Refusal to Take Delivery, Default in Acceptance

1.       We are entitled to refuse to take delivery of the products in cases of a force majeure, stoppages, strikes and lock-outs, other disturbances and official orders in as far as we are not responsible for the impediment.
          Should impediments exists for a period exceeding one month, we are entitled to repudiate the contract and demand repayment of payments which have already been made. If partial deliveries have already been made and we have an interest in retaining the performances already provided, the repudiation entitlements are restricted to the partial performances which have not been provided at that moment in time.

2.             Should we be in default of acceptance, the claim of the supplier for the reimbursement of additional expenditure for and unsuccessful offering of the products and for the storage and maintaining of the products is restricted to 0.5% of the net products value for each week of the default or part thereof; the right of the contractual partner to assert a higher claim on the grounds of the default remains unaffected. The supplier is in all cases obliged to furnishing tangible proof of his damage.

arrow§ 7 Quality of the Purchased Item

1.       The suppliers are aware of the delivery territory and the manner of the further processing of the supplied products. The supplier is to adhere to the latest state of science and the art, the safety regulations and the agreed technical data. He must set up and furnish proof of a corresponding quality management system.

2.       Modifications to the delivered item require prior written approval.

arrow§ 8 Liability for Defects

1.       The supplier assumes unrestricted liability for defects in the products in accordance with the statutory regulation. A defect in quality is also deemed to have been given if the supplier delivers an excessive quantity of the ordered products.

          The supplier assumes strict liability for the delivered products having the quality stipulated in the above paragraph.

2.       We can make notifications of defects in the meaning of §377 of the German commercial code (HGB) with regard to obvious defects in the products within a period of 14 days of delivery, such notifications being made of concealed defects within a period of 14 days of them being discovered by us or information being provided to us by our purchaser concerning any defects. The sending of the notification of defects in good time is decisive.

3.       We are entitled to repudiate the contract or declare a reduction of the purchase price according to our choice, without us being under an obligation to provide the supplier with the opportunity of subsequent performance (remedying of the defect or a new delivery) in advance.

4.       Should a defect manifest itself in the purchased object within a period of 6 months of the passing of the risk, it is assumes that this defect already existed prior to the passing of the risk, the exception being if this presumption is not consistent with the type of the item or the defect.

5.       The time-limit for the limitation of actions with regard to claims on the grounds of defects in the purchased object is 3 years as from delivery. In the case of the reselling of supplied products by us, the limitation of actions terminates 6 months after delivery of the object by us at the earliest; our rights arising from sections 478, 479 BGB remain unaffected. A notification of defects results in a suspension of the limitation of actions.

6.       In urgent cases of a delivery of defective products, we are entitled to remedy the defects ourselves at the expense of the supplier or have them remedied by a third party.

7.       We are also entitled to the rights arising from §§ 478, 479 BGB even if the ultimate buyer of the products is an entrepreneur within the meaning of §14 of the German civil code (BGB). We are also entitled to the rights arising from §§ 478, 479 BGB even if the defect is detected prior to delivery to the ultimate buyer.

8.       The supplier has a duty to reimbursing all expenditures incurred by us for a recall action which is necessary as a consequence of the products being defective.

9.       The supplier obligates himself to maintaining a product liability insurance with a lump-sum insurance cover of 10 million euros per personal injury/property damage.

arrow§ 9 Liability for Compensation

1.       Our liability is restricted to gross negligence and intent. This also has validity for breaches of duty on the part of our legal representatives and vicarious agents.

2.       In the case of simple negligence, we only assume liability for a breach of fundamental contractual obligations; the amount of any claim for compensation is restricted in this case to compensation for damage which is typical and foreseeable.

3.       The foregoing liability restrictions are not valid for claims asserted in connection with death, injury or health impairments.

arrow§ 10 Duties of Protection and Consideration

In the case of a breach of duties of protection and consideration within the meaning of §241 paragraph 2 BGB, for which we are responsible and which are not in direct connection with the delivery of the products, the supplier is only entitled to assert a claim for compensation and exercise his right of repudiation if we have been warned of the breach of duty in writing in advance. This is not the case if our representatives or vicarious agents are accused of intent or gross negligence or if this is in connection with death, injury or health injuries.

arrow§ 11 Third Party Rights, Product Liability

1.       The supplier guarantees that the delivery of the products does not infringe any third party rights. Should a third party assert a claim against us however, the supplier will indemnify us from the claims upon first demand. The foregoing also has validity if rights are infringed in countries other than the Federal Republic of Germany and claims are asserted against us for this reason.

2.         The supplier will also upon first demand indemnify us against such claims which third parties assert against us on product liability or producer liability grounds. Expenditures incurred for measures which appear to be necessary in order to defend ourselves against a later liability on the grounds of a defect in the products supplied by the supplier, especially expenditures incurred for a recall will also be reimbursed to us by the contractual partner.

arrow§ 12 Reservation of Title, Tools, Maintenance of Secrecy

1.       All order documents made available to the supplier by us remain our property and are not to be made available to third parties, they especially not being used for advertising purposes. They are to be exclusively used for production purposes on the basis of our order and are to be returned to us without demand immediately after the order has been handled. The documents are also to be returned to us free of charge should the contract not be concluded. The supplier is not entitled to make copies and retain them.

2.         The documents stipulated under 1. are to be treated in the strictest confidence.  The supplier has a duty to only making all information which we have expressly described as being confidential or where a situation exists which makes it clear that such a maintenance of secrecy is necessary available to third parties with our express approval. The duty to maintain secrecy also remains in force after completion of this contract; it is deleted if and in as far as the documents made available include knowledge which is generally known.

3.         If we have made tools or similar devices available to the supplier for the purpose of manufacturing the products, these remain our property. The supplier has a duty to exclusively using the tools for the manufacturing of the products manufactured by us and is not to make these available to third parties without our express approval. He obligates himself to handling and storing the objects in addition to him insuring them against fire damage, water damage and theft at the original value at his expense. At the same time, the supplier already assigns all compensation claims from this insurance to us with immediate effect; we hereby accept the assignment. The supplier has a duty to executing all necessary maintenance and inspection work in addition to repair and maintenance work on our tools at his own expense. He is to immediately inform us of any abnormal occurrences; any claims for compensation remain unaffected should he not do so in a culpable manner.

4.             If we provide the contractual partner with materials for the manufacturing of the products, these remain our property. Each joining, processing and mixing of the materials is for us with the consequence that we acquire co-ownership of the new item in the ratio of the value of our item to the other objects at the time of joining, processing or mixing.

arrow§ 13 Limitation of Actions

The limitation of actions is suspended should negotiations pertaining to a claim be pending between the contractual partner and us. The suspension of the limitation of actions terminates 6 months after the final written declaration by one of the parties in connection with the claim negotiations at the latest, the exception being if one of the parties provides notification of the termination of the notifications at an earlier moment in time.

arrow§ 14 Miscellaneous Provisions

1.         German law has validity. The application of UN purchasing law is excluded.

2.         If individual clauses in the General Terms and Conditions of Trade should be invalid in part or as a whole, this has no effect on the validity of the remaining clauses or the remaining part of such clauses; the statutory provision then have validity.

3.         The exclusive jurisdictional venue is Harsewinkel. We can also choose to file a suit against the supplier at his general jurisdictional venue or at the jurisdictional venue having jurisdiction for his place of business.

Our place of business is the place of performance should nothing to the contrary be stipulated in the order.

4.         The data which is required for the processing of the business transactions is stored by us at a central place.