General Terms and Conditions of Purchase for Goods and Services (GTCP)

of DEWIMED Medizintechnik GmbH

§ 1 Scope

  1. The Purchaser’s General Terms and Conditions of Purchase shall apply to all – including future – deliveries and/or services of the Supplier to the Purchaser. Services in the sense of these terms and conditions also include the performance of work and services of all kinds.
  2. The Purchaser’s Terms and Conditions of Purchase shall apply exclusively; any general terms and conditions of the Supplier conflicting with or deviating from these Terms and Conditions of Purchase shall not be recognized by the Purchaser unless the Purchaser has expressly accepted such terms and conditions in writing on a case-to-case basis.
  3. The Purchaser’s Terms and Conditions of Purchase shall be deemed accepted by the Supplier in their entirety if and when the Supplier accepts an order or commences the performance of deliveries or services. The Purchaser’s Terms and Conditions of Purchase shall also apply in the event that the Purchaser unconditionally accepts the Supplier’s delivery or service in the knowledge that the Supplier’s Terms and Conditions of Purchase conflict with or deviate from the Purchaser’s Terms and Conditions.

§ 2 Conclusion of the contract

  1. Statements aimed at the conclusion of a contract, such as purchase orders, offers, or order confirmations, as well as contract amendments and subsequent agreements on additional services shall be prepared in writing. Electronic communication shall be sufficient to comply with the written form.
  2. Unless otherwise agreed, order confirmations shall be fully consistent with the purchase order in their content and shall indicate the order number and the date on which the order was placed.
  3. In the event that the Supplier fails to accept the order within the period specified in the order, or within two weeks of purchase order receipt, whichever is earlier, the Purchaser shall no longer be bound by its order.

§ 3 Prices, payment terms

  1. The agreed prices are fixed. Price adjustment clauses or price reservations shall require the express written confirmation of the Purchaser in order to be effective.
  2. The price shall include delivery ‘free domicile’ to the place of performance specified in the purchase order, including packaging, transport insurance, and other incidental delivery costs.
  3. The Purchaser shall bear the packaging, freight, and other incidental delivery costs, such as transport insurance, only upon express agreement. If such an agreement has been made, the Supplier shall always choose the most cost-effective dispatch type; the Purchaser reserves the right to select the forwarding agent in such cases. The Purchaser may return the packaging free of charge.
  4. In the event that services in the sense of § 1(1) of these General Terms and Conditions of Purchase are rendered, the agreed remuneration shall be deemed to cover all expenses (e.g. travel expenses) incurred by the Supplier for the provision of such services.
  5. Invoices shall be prepared correctly, in an auditable manner, and in compliance with applicable fiscal requirements. In particular, invoices shall state the correct company name, the tax number or VAT identification number of the Supplier, and the order number indicated in the purchase order. Value added tax must be shown separately. Invoices shall be submitted separately to the Purchaser immediately upon delivery, i.e. they shall not be enclosed with the shipment.
  6. In the event that the invoice does not meet these requirements, the Purchaser shall not be obliged to make payment. In the event that the Purchaser makes payment regardless, the Supplier shall be responsible for any loss incurred by the Purchaser due to the incorrect invoice.
  7. Unless otherwise agreed, invoices shall be paid by the Purchaser within 14 days less 2 % discount or net within 30 days by any means of payment as per the Purchaser’s preference.
  8. The invoice receipt date shall be decisive for calculating the payment and discount terms; in the event that the goods delivered are received after the invoice, the day of goods receipt shall be decisive for calculating the term. However, the decisive day shall not be before the delivery date agreed upon in the purchase order.
  9. The Purchaser shall be entitled to rights of set-off and retention to the extent provided by statutory provisions. In particular, the Purchaser shall be entitled to withhold payments in whole or in part as long as and to the extent that it asserts warranty claims.

§ 4 Object and date of delivery and/or service provision

  1. Only the purchase order shall be decisive for defining the content, type, and scope of the delivery or service. In the event that the delivery is made on a call-off basis, the content, type, and scope of the call-off delivery shall be defined in an associated framework agreement or quantity contract.
  2. The delivery or performance dates stated in the purchase order or other written agreements shall be binding.
  3. The Supplier undertakes to immediately notify the Purchaser in writing in the event that circumstances arise or become apparent to the Supplier, which indicate that the agreed delivery or performance date cannot be adhered to.
  4. Partial deliveries or partial provision of services as well as deliveries or service provisions before the agreed date require the prior consent of the Purchaser. The Purchaser may return quantities delivered above and beyond the ordered quantity without prior notice and at the Supplier’s expense, and the Purchaser may reduce the invoice accordingly.
  5. In the event that the agreed delivery and performance date is not adhered to, the Purchaser shall be entitled to claims under the statutory regulations. In particular, the Purchaser shall be entitled to claim damages in lieu of performance and withdrawal upon unsuccessful expiration of a reasonable period. In the event that the Purchaser claims damages, the Supplier shall be entitled to prove that it is not responsible for the breach of duty. In order to avoid any further damage caused by delay, the Purchaser may request delivery of the contractual goods by air cargo at the Supplier’s expense, insofar as there is a reasonable proportion of costs and projected damage.
  6. In the event that the Supplier culpably delays delivery or performance, the Purchaser shall be entitled to claim a contractual penalty in the amount of 0.3 % of the agreed net price per working day. However, the total contractual penalty shall be capped at 5 % of the agreed net price. The Purchaser may claim the contractual penalty in addition to delivery or performance, and as a minimum amount of damages owed by the Supplier under the statutory provisions. In the event that the Purchaser accepts the delayed delivery or service provision, the Purchaser shall be entitled to claim the contractual penalty only if the Purchaser has declared a corresponding reservation of title to the Supplier no later than 10 working days after acceptance of the delayed delivery or service provision.
  7. Every delivery shall be accompanied by a delivery note. A single copy of a dispatch note shall be sent to the Purchaser immediately upon dispatch of each shipment, if so requested by the Purchaser. The Supplier shall indicate the order number mentioned in the purchase order, the order date, the quantity to be delivered, the weight (gross), and the article number of the Purchaser on all delivery notes and dispatch documents. Bills of materials shall be enclosed with the shipment, if agreed upon. In the event that the Supplier fails to comply with these obligations, the Purchaser shall not be liable for any processing delays.

§ 5 Acceptance

  1. Insofar as a contractual agreement or statutory provisions require acceptance of the delivery or service rendered, the Supplier shall be entitled to demand acceptance of the entire delivery or service only after it has proven that the delivery or service is fit for acceptance.
  2. Partial acceptance are excluded unless expressly agreed upon. Inspections of interim results as well as partial payments do not constitute partial acceptances.

§ 6 Investigation of and liability of defects

  1. Deliveries and services rendered by the Supplier shall comply with recognized good engineering practice, the applicable statutory and official regulations, in particular safety regulations, and the agreed specifications. The specifications may be defined in text form and electronic files in particular, or through samples and drawings. Changes to the goods delivered or services rendered require the express prior consent of the Purchaser in writing.
  2. Insofar as the Purchaser is obliged to carry out an incoming goods inspection, such inspection shall be carried out by the Purchaser exclusively with regard to obvious defects and transport damage to the goods. Identity verification is performed exclusively based of the enclosed shipping documents. Complaints with regard to defects discovered during or after the incoming goods inspection shall be made immediately upon their discovery. In any other case, there shall be no entitlement to claims pertaining to § 377 of the German Commercial Code (HGB).
  3. The Purchaser shall be entitled to statutory claims for defects without restrictions; in any case, the Purchaser shall be entitled to demand from the Supplier, at the discretion of the Purchaser, rectification of defects, or delivery of new goods, or production of new goods. The right to claim damages, particularly damages in lieu of delivery or performance, is expressly reserved.
  4. The limitation period for claims due to defects is 2 years starting from the time of delivery or acceptance by the Purchaser. For replacement goods supplied under warranty or for newly produced goods under warranty as well as for rectified supplied goods or services, the limitation period with respect to the same defect as well as with respect to the consequences of insufficient rectification shall start again upon delivery or acceptance. The Purchaser reserves the right to assert further statutory warranty claims.
  5. In the event that the Purchaser is obliged to take back goods produced and/or sold by it due to the defectiveness of the product supplied by the Supplier or of the service rendered by the Supplier as per the contract, or if the purchase price is reduced to the benefit of the Purchaser due to this, or in the event that claims are asserted against the Purchaser in any other way due to this, the Purchaser reserves the right of recourse against the Supplier, whereby it shall not be necessary to set a time limit in connection with defect rights, which would otherwise be required.

§ 7 Product liability, indemnity, liability insurance coverage

  1. In the event that claims are asserted against the Purchaser by third parties due to a product defect, the Supplier shall be obliged to indemnify the Purchaser upon first request, insofar as the Supplier is legally liable for such damage vis-à-vis third parties.
  2. The Supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 of the German Civil Code (BGB) and pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall initiated by the Purchaser or its customers within the scope of its liability for damage within the meaning of the preceding paragraph. The Purchaser shall inform the Supplier about the subject and scope of the recall measures to be carried out – to the extent possible and reasonable – and provide the Supplier with an opportunity to comment. Other statutory claims shall remain unaffected.
  3. The Supplier undertakes to maintain liability insurance for personal injury, property damage, and pecuniary losses. Unless the parties have agreed otherwise, the coverage per claim shall amount to EUR 10 million for personal injury and property damage, and to EUR 250,000 for pecuniary loss. In the event of production and/or delivery of goods or the provision of services under a service contract, the Supplier shall, in addition, maintain insurance for the extended product risk (particularly sorting costs, assembly and disassembly costs, and other consequential damages due to the defective product) with a coverage of no less than EUR 10 million per instance of damage. The insurance cover shall be maintained until the limitation period for any claims for defects has expired, and proof of this shall be submitted to the Customer upon request. Insofar as the Customer is entitled to further claims for damages, these shall remain unaffected.

§ 8 Property rights

  1. The Supplier warrants that none of the deliveries and/or services rendered are subject to third party property rights and, in particular, that patents, registered designs, copyrights, and other third party property rights are not infringed in the course of the delivery or use of the supplied goods and services rendered.
  2. In the event that third party property rights are infringed, the Supplier shall, at the Purchaser’s discretion and at the Supplier’s expense, modify or replace the supplied goods or service rendered in such a way that no third party rights are infringed but the supplied goods or service rendered continues to have the contractually agreed quality. Alternatively, the Supplier shall procure the right of use for the Purchaser by concluding a licensing agreement. In the event that the Supplier fails to do so within a period of time set by the Purchaser, the Purchaser shall be entitled to withdraw from the contract or to demand a price reduction and – insofar as the statutory requirements are met – to claim damages.
  3. The Supplier shall indemnify the Purchaser and its customers against any third party claims arising from infringements of property rights upon first request and shall bear any and all costs and expenses incurred by the Purchaser as a result of or in connection with claims asserted by a third party.
  4. The Supplier and the Purchaser shall immediately inform each other of any infringement risks and alleged infringements that become apparent.
  5. The limitation period shall be ten years, starting from the conclusion of the contract.
  6. Insofar as the Purchaser demonstrably provides the Supplier with mandatory specifications for the production of the supplied goods or the services rendered, the provisions of § 8 (1), (2), (3) and (5) shall not apply.

§ 9 Rights regarding work results

  1. Unless the parties have agreed otherwise, the Purchaser shall receive an exclusive, irrevocable, transferable right of use applicable to all types of use, unrestricted with regard to time, territory, and content, to all images, drawings, documentation, drafts, programs, elaborations, and other works (hereinafter referred to as Deliverables), which the Supplier develops and/or produces for the Purchaser within the scope of order fulfilment.
  2. In the event that pre-existing commercial property rights, copyrights, or unprotected knowledge (know-how) of the Supplier are used within the scope of order fulfilment and if these are required for the Purchaser to utilize the Deliverables, the Purchaser shall receive a non-exclusive, irrevocable, transferable right of use, unrestricted with regard to time and territory, to the commercial property rights, copyrights, and unprotected knowledge (know-how) to the extent necessary for the utilization of the Deliverables as per the contract.

§ 10 Retention of title of the Purchaser, provision, production means

  1. Insofar as the Purchaser provides components to the Supplier, the Purchaser shall retain the title thereto. Processing or reconstruction by the Supplier shall be carried out for the Purchaser. If goods subject to retention of title on part of the Purchaser are processed together with other objects which the Purchaser does not own, the Purchaser shall acquire co-ownership of the new object to the ratio of the value of its goods (purchase price plus VAT) to the other objects processed at the time of processing.
  2. In the event that the object provided by the Purchaser is inseparably mixed with other objects which the Purchaser does not own, the Purchaser shall acquire co-ownership of the new object to the ratio of the value of the goods subject to retention of title (purchase price plus VAT) to the other mixed objects at the time of processing. Insofar as mixing takes place in such a way that the object in possession of the Supplier is to be considered the primary object, it shall be deemed agreed that the Supplier shall assign a proportion of the title to the Purchaser; the Supplier shall store the exclusive or shared property for the Purchaser.
  3. The Purchaser retains the title to production equipment such as models, samples, tools, gauges, drawings, illustrations, calculations, etc. provided to the Supplier by the Purchaser or produced by the Supplier according to the Purchaser’s specifications.
  4. The Supplier is obliged to exclusively use such production means for producing the Deliverables ordered by the Purchaser, unless the Purchaser has expressly agreed in writing for the Supplier to use them for other purposes. Any necessary maintenance and inspection work as well as all servicing and repair work to be conducted on the Purchaser’s production equipment shall be carried out by the Supplier in good time at its own expense. In the event that any faults occur, the Supplier shall notify the Purchaser immediately. The Supplier shall take utmost care to store the Purchaser’s production equipment and to protect it against theft, loss, and other damage. In the event that the Purchaser’s production equipment is lost or damaged, the Supplier shall compensate for such damage unless the Supplier proves that the damage would have occurred despite the Purchaser exercising the required level of care.
  5. The Supplier shall, at its own expense, insure the production equipment in possession of the Purchaser, covering its original value, against fire and water damage as well as theft. At the same time, the Supplier hereby assigns all claims for compensation arising from such insurance to the Purchaser; the Purchaser hereby accepts the assignment.
  6. The Supplier shall, at the Purchaser’s expense, return the production equipment to the Purchaser upon completion of the order if so requested by the Purchaser. Until this time, the Supplier shall carefully store them at its own expense.

§ 11 Assignment

  1. The Supplier shall not assign its contractual entitlements, in whole or in part, to third parties without the express prior written consent of the Purchaser. Consent for assignments in advance, within the scope of an extended retention of title on part of the Supplier’s sub-suppliers, shall be deemed to have been granted.
  2. In the event of assignment with the consent of the Purchaser, the Purchaser nevertheless reserves the right to offset against counterclaims that arose after notification about such assignment.

§ 12 Commissioning of sub-suppliers and sub-contractors

  1. Commissioning of sub-suppliers or sub-contractors on part of the Supplier may only take place with the consent of the Purchaser in writing. The Supplier shall provide the Purchaser with information about its sub-suppliers or sub-contractors upon request.
  2. In the event that the Purchaser consents to the Supplier engaging sub-suppliers or sub-contractors, the Supplier shall be responsible for any fault on the part of its sub-suppliers or sub-contractors in any case.

§ 13 Offset, right of retention, attachment

  1. The Supplier shall not be entitled to offset any alleged claims without the express consent of the Purchaser, unless the claim is undisputed or has been legally established with a final judgement.
  2. The Supplier shall not have any rights of retention insofar as they are not based on the same contractual relationship. Furthermore, the Supplier shall only have an option to assert rights of retention insofar as they are undisputed or have been legally established with a final judgement.
  3. In the event that claims of the Supplier against the Purchaser are attached by creditors of the Supplier, the Supplier shall be obliged to compensate the Purchaser for any expenses arising therefrom.

§ 14 Non-disclosure

  1. The Supplier undertakes to treat all information provided to it by the Purchaser, e.g. in connection with requests for quotations or in the context of a pre-existing business relationship, or otherwise disclosed to the Supplier, strictly confidential and not to make such information available to third parties without the Purchaser’s written consent, and not to use such information on its own account or utilize it in any other way. The term ‘information’ in this context includes the circumstances of a request for quotation and its contents as well as all technical information and drawings, particularly 3D models and CAD drawings.
  2. All information, documents, and know-how made available to the Supplier shall remain the exclusive property of the Purchaser. Only the Purchaser shall have the right to apply for commercial property rights to the eligible property contained in such information.
  3. The obligation of non-disclosure shall not apply to such information which, at the time of disclosure, is available in the public domain or describes the state of the art as utilized by the Supplier.
  4. The Supplier shall be fully responsible for ensuring compliance with the obligation to non-disclosure among all its employees who have access to the information in question. This responsibility shall also be incumbent on the Supplier with regard to third parties to whom it discloses information received on the basis of consent declared by the Purchaser in writing.
  5. The obligation to non-disclosure shall continue to apply after termination of the business relationship with the Supplier; it shall expire if and insofar as the Purchaser publishes the information on its own account.
  6. The Supplier may disclose its business relationship with the Purchaser to third parties only if the Purchaser has given its consent in writing.

§ 15 Privacy

  1. The data required for executing business transactions is processed by the Purchaser electronically in compliance with applicable legislation.
  2. The Purchaser reserves the right to request information from credit information agencies in line with §§ 28 ff of the German Federal Data Protection Act (BDSG) and to transmit data of the Supplier to credit information agencies without subjective value judgments (e.g. communication and invoice data, contract performance or service disruption data, etc.). In order to the enable credit information agencies to provide information on the credit rating of suppliers, the data is stored there and shared only with affiliated companies after prior verification and prima facie evidence of a legitimate interest.

§ 16 Place of performance, place of jurisdiction, applicable law

  1. The place of performance for all obligations and rights arising from the contractual relationship shall be the registered place of business of the Purchaser, unless otherwise specified in the purchase order.
  2. The place of jurisdiction for all legal disputes arising from the contractual relationship, its origin, and its effectiveness shall – insofar as the Supplier is a business entity – be determined by the Purchaser’s registered place of business; the Purchaser shall, however, be entitled to press charges against the Supplier at the court having jurisdiction at the Supplier’s registered place of business. This also applies to legal charges concerning bills of exchange and cheques.
  3. German law shall apply exclusively to all legal relationships between the Purchaser and the Supplier. The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods (UN Sales Convention) dated 11 April 1980 are excluded.
The GTCP are available for download in PDF format here .

of REMA Medizintechnik GmbH

§ 1 Scope

  1. The Purchaser’s General Terms and Conditions of Purchase shall apply to all – including future – deliveries and/or services of the Supplier to the Purchaser. Services in the sense of these terms and conditions also include the performance of work and services of all kinds.
  2. The Purchaser’s Terms and Conditions of Purchase shall apply exclusively; any general terms and conditions of the Supplier conflicting with or deviating from these Terms and Conditions of Purchase shall not be recognized by the Purchaser unless the Purchaser has expressly accepted such terms and conditions in writing on a case-to-case basis.
  3. The Purchaser’s Terms and Conditions of Purchase shall be deemed accepted by the Supplier in their entirety if and when the Supplier accepts an order or commences the performance of deliveries or services. The Purchaser’s Terms and Conditions of Purchase shall also apply in the event that the Purchaser unconditionally accepts the Supplier’s delivery or service in the knowledge that the Supplier’s Terms and Conditions of Purchase conflict with or deviate from the Purchaser’s Terms and Conditions.

§ 2 Conclusion of the contract

  1. Statements aimed at the conclusion of a contract, such as purchase orders, offers, or order confirmations, as well as contract amendments and subsequent agreements on additional services shall be prepared in writing. Electronic communication shall be sufficient to comply with the written form.
  2. Unless otherwise agreed, order confirmations shall be fully consistent with the purchase order in their content and shall indicate the order number and the date on which the order was placed.
  3. In the event that the Supplier fails to accept the order within the period specified in the order, or within two weeks of purchase order receipt, whichever is earlier, the Purchaser shall no longer be bound by its order.

§ 3 Prices, payment terms

  1. The agreed prices are fixed. Price adjustment clauses or price reservations shall require the express written confirmation of the Purchaser in order to be effective.
  2. The price shall include delivery ‘free domicile’ to the place of performance specified in the purchase order, including packaging, transport insurance, and other incidental delivery costs.
  3. The Purchaser shall bear the packaging, freight, and other incidental delivery costs, such as transport insurance, only upon express agreement. If such an agreement has been made, the Supplier shall always choose the most cost-effective dispatch type; the Purchaser reserves the right to select the forwarding agent in such cases. The Purchaser may return the packaging free of charge.
  4. In the event that services in the sense of § 1(1) of these General Terms and Conditions of Purchase are rendered, the agreed remuneration shall be deemed to cover all expenses (e.g. travel expenses) incurred by the Supplier for the provision of such services.
  5. Invoices shall be prepared correctly, in an auditable manner, and in compliance with applicable fiscal requirements. In particular, invoices shall state the correct company name, the tax number or VAT identification number of the Supplier, and the order number indicated in the purchase order. Value added tax must be shown separately. Invoices shall be submitted separately to the Purchaser immediately upon delivery, i.e. they shall not be enclosed with the shipment.
  6. In the event that the invoice does not meet these requirements, the Purchaser shall not be obliged to make payment. In the event that the Purchaser makes payment regardless, the Supplier shall be responsible for any loss incurred by the Purchaser due to the incorrect invoice.
  7. Unless otherwise agreed, invoices shall be paid by the Purchaser within 14 days less 2 % discount or net within 30 days by any means of payment as per the Purchaser’s preference.
  8. The invoice receipt date shall be decisive for calculating the payment and discount terms; in the event that the goods delivered are received after the invoice, the day of goods receipt shall be decisive for calculating the term. However, the decisive day shall not be before the delivery date agreed upon in the purchase order.
  9. The Purchaser shall be entitled to rights of set-off and retention to the extent provided by statutory provisions. In particular, the Purchaser shall be entitled to withhold payments in whole or in part as long as and to the extent that it asserts warranty claims.

§ 4 Object and date of delivery and/or service provision

  1. Only the purchase order shall be decisive for defining the content, type, and scope of the delivery or service. In the event that the delivery is made on a call-off basis, the content, type, and scope of the call-off delivery shall be defined in an associated framework agreement or quantity contract.
  2. The delivery or performance dates stated in the purchase order or other written agreements shall be binding.
  3. The Supplier undertakes to immediately notify the Purchaser in writing in the event that circumstances arise or become apparent to the Supplier, which indicate that the agreed delivery or performance date cannot be adhered to.
  4. Partial deliveries or partial provision of services as well as deliveries or service provisions before the agreed date require the prior consent of the Purchaser. The Purchaser may return quantities delivered above and beyond the ordered quantity without prior notice and at the Supplier’s expense, and the Purchaser may reduce the invoice accordingly.
  5. In the event that the agreed delivery and performance date is not adhered to, the Purchaser shall be entitled to claims under the statutory regulations. In particular, the Purchaser shall be entitled to claim damages in lieu of performance and withdrawal upon unsuccessful expiration of a reasonable period. In the event that the Purchaser claims damages, the Supplier shall be entitled to prove that it is not responsible for the breach of duty. In order to avoid any further damage caused by delay, the Purchaser may request delivery of the contractual goods by air cargo at the Supplier’s expense, insofar as there is a reasonable proportion of costs and projected damage.
  6. In the event that the Supplier culpably delays delivery or performance, the Purchaser shall be entitled to claim a contractual penalty in the amount of 0.3 % of the agreed net price per working day. However, the total contractual penalty shall be capped at 5 % of the agreed net price. The Purchaser may claim the contractual penalty in addition to delivery or performance, and as a minimum amount of damages owed by the Supplier under the statutory provisions. In the event that the Purchaser accepts the delayed delivery or service provision, the Purchaser shall be entitled to claim the contractual penalty only if the Purchaser has declared a corresponding reservation of title to the Supplier no later than 10 working days after acceptance of the delayed delivery or service provision.
  7. Every delivery shall be accompanied by a delivery note. A single copy of a dispatch note shall be sent to the Purchaser immediately upon dispatch of each shipment, if so requested by the Purchaser. The Supplier shall indicate the order number mentioned in the purchase order, the order date, the quantity to be delivered, the weight (gross), and the article number of the Purchaser on all delivery notes and dispatch documents. Bills of materials shall be enclosed with the shipment, if agreed upon. In the event that the Supplier fails to comply with these obligations, the Purchaser shall not be liable for any processing delays.

§ 5 Acceptance

  1. Insofar as a contractual agreement or statutory provisions require acceptance of the delivery or service rendered, the Supplier shall be entitled to demand acceptance of the entire delivery or service only after it has proven that the delivery or service is fit for acceptance.
  2. Partial acceptance are excluded unless expressly agreed upon. Inspections of interim results as well as partial payments do not constitute partial acceptances.

§ 6 Investigation of and liability of defects

  1. Deliveries and services rendered by the Supplier shall comply with recognized good engineering practice, the applicable statutory and official regulations, in particular safety regulations, and the agreed specifications. The specifications may be defined in text form and electronic files in particular, or through samples and drawings. Changes to the goods delivered or services rendered require the express prior consent of the Purchaser in writing.
  2. Insofar as the Purchaser is obliged to carry out an incoming goods inspection, such inspection shall be carried out by the Purchaser exclusively with regard to obvious defects and transport damage to the goods. Identity verification is performed exclusively based of the enclosed shipping documents. Complaints with regard to defects discovered during or after the incoming goods inspection shall be made immediately upon their discovery. In any other case, there shall be no entitlement to claims pertaining to § 377 of the German Commercial Code (HGB).
  3. The Purchaser shall be entitled to statutory claims for defects without restrictions; in any case, the Purchaser shall be entitled to demand from the Supplier, at the discretion of the Purchaser, rectification of defects, or delivery of new goods, or production of new goods. The right to claim damages, particularly damages in lieu of delivery or performance, is expressly reserved.
  4. The limitation period for claims due to defects is 2 years starting from the time of delivery or acceptance by the Purchaser. For replacement goods supplied under warranty or for newly produced goods under warranty as well as for rectified supplied goods or services, the limitation period with respect to the same defect as well as with respect to the consequences of insufficient rectification shall start again upon delivery or acceptance. The Purchaser reserves the right to assert further statutory warranty claims.
  5. In the event that the Purchaser is obliged to take back goods produced and/or sold by it due to the defectiveness of the product supplied by the Supplier or of the service rendered by the Supplier as per the contract, or if the purchase price is reduced to the benefit of the Purchaser due to this, or in the event that claims are asserted against the Purchaser in any other way due to this, the Purchaser reserves the right of recourse against the Supplier, whereby it shall not be necessary to set a time limit in connection with defect rights, which would otherwise be required.

§ 7 Product liability, indemnity, liability insurance coverage

  1. In the event that claims are asserted against the Purchaser by third parties due to a product defect, the Supplier shall be obliged to indemnify the Purchaser upon first request, insofar as the Supplier is legally liable for such damage vis-à-vis third parties.
  2. The Supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 of the German Civil Code (BGB) and pursuant to §§ 830, 840, 426 BGB arising from or in connection with a recall initiated by the Purchaser or its customers within the scope of its liability for damage within the meaning of the preceding paragraph. The Purchaser shall inform the Supplier about the subject and scope of the recall measures to be carried out – to the extent possible and reasonable – and provide the Supplier with an opportunity to comment. Other statutory claims shall remain unaffected.
  3. The Supplier undertakes to maintain liability insurance for personal injury, property damage, and pecuniary losses. Unless the parties have agreed otherwise, the coverage per claim shall amount to EUR 10 million for personal injury and property damage, and to EUR 250,000 for pecuniary loss. In the event of production and/or delivery of goods or the provision of services under a service contract, the Supplier shall, in addition, maintain insurance for the extended product risk (particularly sorting costs, assembly and disassembly costs, and other consequential damages due to the defective product) with a coverage of no less than EUR 10 million per instance of damage. The insurance cover shall be maintained until the limitation period for any claims for defects has expired, and proof of this shall be submitted to the Customer upon request. Insofar as the Customer is entitled to further claims for damages, these shall remain unaffected.

§ 8 Property rights

  1. The Supplier warrants that none of the deliveries and/or services rendered are subject to third party property rights and, in particular, that patents, registered designs, copyrights, and other third party property rights are not infringed in the course of the delivery or use of the supplied goods and services rendered.
  2. In the event that third party property rights are infringed, the Supplier shall, at the Purchaser’s discretion and at the Supplier’s expense, modify or replace the supplied goods or service rendered in such a way that no third party rights are infringed but the supplied goods or service rendered continues to have the contractually agreed quality. Alternatively, the Supplier shall procure the right of use for the Purchaser by concluding a licensing agreement. In the event that the Supplier fails to do so within a period of time set by the Purchaser, the Purchaser shall be entitled to withdraw from the contract or to demand a price reduction and – insofar as the statutory requirements are met – to claim damages.
  3. The Supplier shall indemnify the Purchaser and its customers against any third party claims arising from infringements of property rights upon first request and shall bear any and all costs and expenses incurred by the Purchaser as a result of or in connection with claims asserted by a third party.
  4. The Supplier and the Purchaser shall immediately inform each other of any infringement risks and alleged infringements that become apparent.
  5. The limitation period shall be ten years, starting from the conclusion of the contract.
  6. Insofar as the Purchaser demonstrably provides the Supplier with mandatory specifications for the production of the supplied goods or the services rendered, the provisions of § 8 (1), (2), (3) and (5) shall not apply.

§ 9 Rights regarding work results

  1. Unless the parties have agreed otherwise, the Purchaser shall receive an exclusive, irrevocable, transferable right of use applicable to all types of use, unrestricted with regard to time, territory, and content, to all images, drawings, documentation, drafts, programs, elaborations, and other works (hereinafter referred to as Deliverables), which the Supplier develops and/or produces for the Purchaser within the scope of order fulfilment.
  2. In the event that pre-existing commercial property rights, copyrights, or unprotected knowledge (know-how) of the Supplier are used within the scope of order fulfilment and if these are required for the Purchaser to utilize the Deliverables, the Purchaser shall receive a non-exclusive, irrevocable, transferable right of use, unrestricted with regard to time and territory, to the commercial property rights, copyrights, and unprotected knowledge (know-how) to the extent necessary for the utilization of the Deliverables as per the contract.

§ 10 Retention of title of the Purchaser, provision, production means

  1. Insofar as the Purchaser provides components to the Supplier, the Purchaser shall retain the title thereto. Processing or reconstruction by the Supplier shall be carried out for the Purchaser. If goods subject to retention of title on part of the Purchaser are processed together with other objects which the Purchaser does not own, the Purchaser shall acquire co-ownership of the new object to the ratio of the value of its goods (purchase price plus VAT) to the other objects processed at the time of processing.
  2. In the event that the object provided by the Purchaser is inseparably mixed with other objects which the Purchaser does not own, the Purchaser shall acquire co-ownership of the new object to the ratio of the value of the goods subject to retention of title (purchase price plus VAT) to the other mixed objects at the time of processing. Insofar as mixing takes place in such a way that the object in possession of the Supplier is to be considered the primary object, it shall be deemed agreed that the Supplier shall assign a proportion of the title to the Purchaser; the Supplier shall store the exclusive or shared property for the Purchaser.
  3. The Purchaser retains the title to production equipment such as models, samples, tools, gauges, drawings, illustrations, calculations, etc. provided to the Supplier by the Purchaser or produced by the Supplier according to the Purchaser’s specifications.
  4. The Supplier is obliged to exclusively use such production means for producing the Deliverables ordered by the Purchaser, unless the Purchaser has expressly agreed in writing for the Supplier to use them for other purposes. Any necessary maintenance and inspection work as well as all servicing and repair work to be conducted on the Purchaser’s production equipment shall be carried out by the Supplier in good time at its own expense. In the event that any faults occur, the Supplier shall notify the Purchaser immediately. The Supplier shall take utmost care to store the Purchaser’s production equipment and to protect it against theft, loss, and other damage. In the event that the Purchaser’s production equipment is lost or damaged, the Supplier shall compensate for such damage unless the Supplier proves that the damage would have occurred despite the Purchaser exercising the required level of care.
  5. The Supplier shall, at its own expense, insure the production equipment in possession of the Purchaser, covering its original value, against fire and water damage as well as theft. At the same time, the Supplier hereby assigns all claims for compensation arising from such insurance to the Purchaser; the Purchaser hereby accepts the assignment.
  6. The Supplier shall, at the Purchaser’s expense, return the production equipment to the Purchaser upon completion of the order if so requested by the Purchaser. Until this time, the Supplier shall carefully store them at its own expense.

§ 11 Assignment

  1. The Supplier shall not assign its contractual entitlements, in whole or in part, to third parties without the express prior written consent of the Purchaser. Consent for assignments in advance, within the scope of an extended retention of title on part of the Supplier’s sub-suppliers, shall be deemed to have been granted.
  2. In the event of assignment with the consent of the Purchaser, the Purchaser nevertheless reserves the right to offset against counterclaims that arose after notification about such assignment.

§ 12 Commissioning of sub-suppliers and sub-contractors

  1. Commissioning of sub-suppliers or sub-contractors on part of the Supplier may only take place with the consent of the Purchaser in writing. The Supplier shall provide the Purchaser with information about its sub-suppliers or sub-contractors upon request.
  2. In the event that the Purchaser consents to the Supplier engaging sub-suppliers or sub-contractors, the Supplier shall be responsible for any fault on the part of its sub-suppliers or sub-contractors in any case.

§ 13 Offset, right of retention, attachment

  1. The Supplier shall not be entitled to offset any alleged claims without the express consent of the Purchaser, unless the claim is undisputed or has been legally established with a final judgement.
  2. The Supplier shall not have any rights of retention insofar as they are not based on the same contractual relationship. Furthermore, the Supplier shall only have an option to assert rights of retention insofar as they are undisputed or have been legally established with a final judgement.
  3. In the event that claims of the Supplier against the Purchaser are attached by creditors of the Supplier, the Supplier shall be obliged to compensate the Purchaser for any expenses arising therefrom.

§ 14 Non-disclosure

  1. The Supplier undertakes to treat all information provided to it by the Purchaser, e.g. in connection with requests for quotations or in the context of a pre-existing business relationship, or otherwise disclosed to the Supplier, strictly confidential and not to make such information available to third parties without the Purchaser’s written consent, and not to use such information on its own account or utilize it in any other way. The term ‘information’ in this context includes the circumstances of a request for quotation and its contents as well as all technical information and drawings, particularly 3D models and CAD drawings.
  2. All information, documents, and know-how made available to the Supplier shall remain the exclusive property of the Purchaser. Only the Purchaser shall have the right to apply for commercial property rights to the eligible property contained in such information.
  3. The obligation of non-disclosure shall not apply to such information which, at the time of disclosure, is available in the public domain or describes the state of the art as utilized by the Supplier.
  4. The Supplier shall be fully responsible for ensuring compliance with the obligation to non-disclosure among all its employees who have access to the information in question. This responsibility shall also be incumbent on the Supplier with regard to third parties to whom it discloses information received on the basis of consent declared by the Purchaser in writing.
  5. The obligation to non-disclosure shall continue to apply after termination of the business relationship with the Supplier; it shall expire if and insofar as the Purchaser publishes the information on its own account.
  6. The Supplier may disclose its business relationship with the Purchaser to third parties only if the Purchaser has given its consent in writing.

§ 15 Privacy

  1. The data required for executing business transactions is processed by the Purchaser electronically in compliance with applicable legislation.
  2. The Purchaser reserves the right to request information from credit information agencies in line with §§ 28 ff of the German Federal Data Protection Act (BDSG) and to transmit data of the Supplier to credit information agencies without subjective value judgments (e.g. communication and invoice data, contract performance or service disruption data, etc.). In order to the enable credit information agencies to provide information on the credit rating of suppliers, the data is stored there and shared only with affiliated companies after prior verification and prima facie evidence of a legitimate interest.

§ 16 Place of performance, place of jurisdiction, applicable law

  1. The place of performance for all obligations and rights arising from the contractual relationship shall be the registered place of business of the Purchaser, unless otherwise specified in the purchase order.
  2. The place of jurisdiction for all legal disputes arising from the contractual relationship, its origin, and its effectiveness shall – insofar as the Supplier is a business entity – be determined by the Purchaser’s registered place of business; the Purchaser shall, however, be entitled to press charges against the Supplier at the court having jurisdiction at the Supplier’s registered place of business. This also applies to legal charges concerning bills of exchange and cheques.
  3. German law shall apply exclusively to all legal relationships between the Purchaser and the Supplier. The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods (UN Sales Convention) dated 11 April 1980 are excluded.
The GTCP are available for download in PDF format here.