Terms and conditions of purchase

  1. Application of our terms
    1. Our terms and conditions of purchase shall apply exclusively. Terms and conditions of business of the supplier that contradict or diverge from our terms and condition of purchase shall be hereby rejected.
    2. Our terms and conditions of purchase shall also apply to all future transactions with the Supplier.
    3. Our terms and conditions of purchase shall only apply to companies in the meaning of § 14 BGB (German Civil Code), if the agreement concerns the operation of the company and vis- à-vis legal persons of public law and public law funds in the meaning of § 310 BGB.
  2. Form of order
    1. Only written orders or orders in an equivalent form shall be valid.
    2. Orders made orally, by telephone or using telecommunications media shall require our confirmation in the form prescribed for valid orders (marginal note 2.1).
  3. Validity of orders
    1. Our orders shall lose their validity if we have not received a confirmation in the form of marginal note 2.1 at the latest 10 days from the date when the supplier received the order (in cases where a confirmation is required according to marginal note 2.2 from its date.The order shall then be regarded as not issued.
    2. Obvious inaccuracies in an order (such as recognisable spelling or calculation errors) shall not entitle us to contestation according to §§ 119, 120 BGB. Instead, we shall be entitled to demand of of the the supplier that the supply agreement with the recognisably intended content is regarded as concluded.
    3. The supplier shall be obliged within the bounds of what is reasonable for it and given agreement on additional or reduced costs and on the alteration of agreed delivery dates to supply the delivery object in another design and configuration.
  4. Prices and terms of payment
    1. All prices shall be fixed prices and be "ex works" to the delivery location given by us, including the statutory VAT and packaging; in this respect we shall be entitled to determine the nature of packaging, the selection of the means of transport and transport route.
    2. Invoices must be sent to our address in duplicate – Purchasing Department. They may not be enclosed with the goods consignments. Reference must be made on these invoices as well as in the entire correspondence in the course of the business relationship to our order number, our order date, our material no. and to the reference initials used and any other information.
    3. Delivery invoices must show whether the order has already been settled or what quantities or pieces still have to be delivered. Every order must be charged separately.
    4. Settlement of the invoice shall occur unless otherwise agreed, at our discretion, either two weeks after acceptance of the goods or service and available invoice with 3% discount or at the latest within 30 days without discount.
    5. In the case of early deliveries, the due date shall depend on the agreed delivery period. If the goods charged arrive at a later time than the in- voice, the date of the receipt of goods shall be regarded as the date of invoice.
    6. In the event of defective delivery, we shall be entitled to withhold payment pro rata until proper performance. On the other hand, payments made shall not represent any acknowledgement of the delivery as stipulated contractually.
    7. The supplier shall not be entitled without without prior written approval – which may not be unreasonably refused – to assign its claims against us or have them collected by third parties.
  5. Delivery times, delivery default
    1. All delivery times given by us shall be binding. Receipt of the goods at the place of delivery or use stated by us shall be decisive for the observance of the delivery date or delivery period.
    2. If the supplier recognises that an agreed delivery time cannot be met for any reason, it must inform us of this immediately, stating the reasons and duration of the delay in writing.
    3. In the event of delivery default, we shall be entitled to demand a contractual penalty for each completed week of default amounting to 0.5 % of the order - value, but in total not more than 5% of the of the order value. The right to additional statutory claims shall be reserved. We shall be obliged to declare the reservation of the contractual penalty at the latest upon the payment of the invoice.
    4. If the agreed delivery time is not met, we shall be entitled, after we have set an appropriate period of grace, notwithstanding additional statutory claims, to rescind the agreement. If the supplier is responsible for the delay, we can, at our discretion, demand compensation for the loss incurred by us due to the delay or after the expiry of the above-mentioned period of grace damages instead of the performance or compensation of the unsuccessful expenses.
    5. Höhere Gewalt, Arbeitskämpfe oder sonstige unabwendbare und nicht vorhersehbare Ereignisse befreien den Lieferer nur für die Dauer der Störung und im Umfang ihrer Wirkung von den Leistungspflichten. Der Lieferer ist verpflichtet, im Rahmen des Zumutbaren unverzüglich die erforderlichen Informationen zu geben und seine Verpflichtungen den veränderten Verhältnissen nach Treu und Glauben anzupassen. Wir sind von der Verpflichtung zur Abnahme der bestellten Lieferung/Leistung ganz oder teilweise befreit und insoweit zum Rücktritt vom Vertrag berechtigt, wenn die Lieferung/ Leistung wegen der durch solche Umstände verursachten Verzögerung bei uns - unter Berücksichtigung wirtschaftlicher Gesichtspunkte - nicht mehr verwertbar ist.
    6. In the event of delivery earlier, than agreed, we shall reserve the right to return it at the cost of the supplier. If the consignment is not returned in the event of early delivery, the goods shall be stored at our premises at the expense and risk of the supplier.
  6. Delivery, transfer of risk
    1. A single copy of the delivery in slip must be included with the goods, which apart from the precise designation of the scope of the delivery in terms of nature and quantity, must also include our delivery data. If the supplier omits this, delays in the processing are unavoidable, for which we shall not be responsible.
    2. Assembly or operating instructions must be transferred separately without specific request at the latest together with the delivery, indicating our order number. Otherwise the supplier shall be liable for all die losses that would not have occurred if these documents had been available.
    3. We shall only accept partial deliveries by express agreement. Where partial consignments have been agreed, the remaining quantity must be listed.
    4. Transfer of risk shall occur at the delivery location stated by us.
  7. Material and legal defects
    1. The supplier shall guarantee the use of best, appropriate material for the proper, applicable, fitting and safe execution, designand assembly and for the observance of pledged performance, efficiency, power requirements, etc. All objects delivered by the supplier and services rendered by it must correspond to the state of the art, the particular standard of environmental compatibility, the relevant legal provisions and the regulations and guidelines of authorities, professional associations and in particular the accident prevention regulations currently valid in Germany. If divergences are necessary, in individual cases, from these regulations, the supplier must obtain our written approval for this.
    2. In the case of the delivery of circuits, controls and programmes, a defect shall also exist if the delivery object is admittedly free of defects as such or functions, but not or is only partly suitable for meeting the function planned and contractually agreed for it.
    3. Delivery acceptance shall always be subject to checking the quantity and quality. There shall only be an examination obligation regarding obvious or easily recognisable quantity and quality divergences. We must notify the supplier immediately of divergences identified. The complaint shall at any rate be regarded as made punctually if it is received within a period of eight days at the supplier, calculated from the receipt of goods or in the case of concealed defects from their discovery.
    4. In the event of a defect, we shall be entitled to the unabridged statutory rights, in which regard the location of the guarantee shall be the stated location of use. We shall also be entitled to the rights of recourse against the the supplier under §§ 478, 479 BGB in corresponding application if it only supplied parts of the object newly produced by us.
    5. If the supplier is in default with the substitute delivery or fault elimination, we shall be entitled to carry out the replacement procurement or fault elimination ourselves at the expense of the supplier or have it carried out by third parties. The same shall apply if speed is required and the supplier is not available on time or not in a position to carry out the fault elimination or replacement procurement.
    6. The claims from material and legal defects shall become time-barred in 36 months from the transfer of risk, unless other wise ex press ly agreed. The time limitation or guarantee period shall begin anew from the time of the improvement or new delivery.
  8. Product liability, exemption, third party liability protection
    1. If the supplier is responsible for product damage, it shall undertake to exempt us in this respect from the damages claims of third parties at the first request if the cause is in its area of control and/or organisational area and is is liable in the external relationship itself.
    2. In the scope of its liability for losses in the meaning of sub-section 8.1, the supplier shall also be liable to reimburse any expenses pursuant to §§ 683, 670 BGB and pursuant to §§ 830, 840, 426 BGB arising out of or in connection with a recall implemented by us. We must inform the supplier of recall measures as far as possible and reasonable and provide it with the opportunity for a statement. This shall not affect our other legal claims.
    3. The supplier shall undertake to maintain a product liability insurance with a flat rate sum insured of EUR 5 million per claim for individuals/material; if we are entitled to additional damages, this shall not be affected.
  9. Industrial property rights
    1. The supplier shall guarantee that as a result of the delivery and use of the delivery object industrial property rights of third parties are not infringed; the supplier is aware that we distribute goods worldwide.
    2. This shall not apply if the supplier produced the delivery object according to drawings, models or other equivalent descriptions transferred to it by us or information and did not know, or in connection with the products developed by it did not have to know, that industrial property rights were infringed as a result.
    3. The contractual partners shall undertake to inform each other immediately of infringement risks that become known and alleged infringement risks and to give each other the opportunity to mount a legal defence against corresponding claims by mutual consent.
    4. The supplier shall undertake to inform us on request of the use of published and unpublished industrial property rights of its own or licensed industrial property rights and applications for industrial property rights regarding the delivery object.
  10. Samples, drawings
    1. The supplier shall undertake to provide us on request with spare part unit lists with corresponding illustrated representations for the parts to be supplied.
    2. Parts that the supplier developed according to our information or with our essential cooperation, for example through experiments, etc., may not be passed on by him or disclosed to third parties without our prior written approval.
    3. All documents transferred to the supplier for the execution of orders shall remain our property and must be returned to us after execution free of charge and excluding a right of retention. These documents may neither be copied nor made available to third parties not involved with the contract ual performance. They must be used exclusively for the production on account of our order.
  11. Confidentiality
    1. The contractual parties shall mutually undertake to treat all not generally known commercial and technical details that become known to them in the context of their business relationship with each other confidentially in each case.
    2. Any subcontractors or downstream suppliers must be subjected to a corresponding obligation.
    3. The contractual parties shall undertake to refer to their business relationship with each vis-a-vis third parties only after prior written approval or to use it for advertising.
  12. Final provisions
    1. The place of performance for delivery and payment, unless the delivery has to occur at another location according to our order, shall be Schwäbisch Hall.
    2. The legal venue shall be, at our discretion, also with regard to bill of exchange-, cheque- and deed proceedings, the local and functionally responsible court for our headquarters or for the headquarters of the supplier.
    3. 9.1. The contractual relationship shall be exclusively subject to the law of the Federal Republic of Germany to the exclusion of the law on the conflict of laws, the unitary UN commercial law or other conventions regarding the law of commerce.The above terms and conditions are the purchasing terms and conditions of:
      Ceramic and Steel Technology Germany GbmH & Co.KG, Kiefernweg 2, D - 32549 Bad Oeynhausen, www.cast-germany.de