General Terms and Conditions of Purchase of VEMAG Maschinenbau GmbH

1. General – scope of application

1. Our General Terms and Conditions of Purchase (Terms) are exclusively applicable to contracts concluded with us. Terms and conditions of the Supplier which conflict with or differ from our Terms shall only form part of the contract if we have consented to their application in writing. Our Terms shall also apply if we accept a delivery from a Supplier without reservation in the knowledge that such Supplier has terms and conditions which conflict with or differ from our Terms.
2. All other agreements which have been entered into between us and the Supplier for the execution of the concluded contract must be recorded in writing. To the extent that these Terms stipulate the written form, this requirement shall also be satisfied using fax or electronic means. 
3. Our Terms only apply to companies within the meaning of § 14 German Civil Code (BGB).
4. Our Terms also apply to all future transactions with the Supplier.

2. Offer – offer documentation

1. We shall retain ownership and copyright in images, drawings, calculations and other documents which we have made available to the Supplier for the submission of the offer and/or execution of the delivery. The documentation shall not be made available to third parties – including subcontractors of the Supplier – without our express written consent. They shall be exclusively used for the production based on our order and shall be returned to us without request following the completion of the order. They have to remain confidential (cf..§ 13).
2. Offers, visits, advice and the working of plans by the Supplier shall be free of charge for us.

3. Orders

1. Orders and agreements are only binding if they have been issued in writing or have been confirmed by our purchasing department.
2. Mistakes in writing, calculations or other obvious inaccuracies in orders or other declarations can be corrected by us at any time including after the conclusion of the contract without imposing any obligation on us.
3. Upon the conclusion of the contract, our Terms shall become part of the contract without limitation. In the case of oral orders, this shall take place through the acceptance of our order or through the delivery of the ordered goods.

4. Confirmation of order

1. All orders (purchase offers) issued by us require a written confirmation from the Supplier. If the written confirmation does not take place within 8 working days, we are no longer bound by our offer (purchase order). The Supplier cannot derive any claims against us from an offer that has become invalid.
2. Confirmations of order which we receive after the expiry of this deadline shall be deemed to be a new offer which requires our written acceptance. 
3. The Supplier must expressly point out in the confirmation of order and obtain our approval of any changes from the order.
4. Delivery schedules shall be binding unless the Supplier has made a written objection within at least five (5) working days after receipt.

5. Delivery time

1. The delivery time specified in our offer is binding.
2. The Supplier is obliged to immediately inform us in writing if circumstances occur or become recognisable to him, which mean that the stipulated delivery time cannot be adhered to.
3. In the event of a delay to delivery, we are entitled to our statutory claims without limitation, including the rights of rescission and claim to compensation in place of performance following the expiry without success of a reasonable extension of time.

6. Prices – terms of payment

1. The price stated in our order is binding. In the absence of a differing written agreement the price includes free delivery and packaging. The return of packaging requires a separate agreement.
2. Statutory value added tax is not included in the price of the order.
3. The invoices are to be issued in accordance with the specifications of our order, in particular the order number and article identity number are to be given as they appear on the order. If this obligation is not complied with we are not responsible for any consequences arising therefrom (such as delays with payment.)
4. Unless otherwise agreed in writing, we shall pay the purchase price within 14 days - calculated from delivery and receipt of invoice – with a discount of 2 %, or within 30 days - calculated from delivery and receipt of invoice – in the net amount.
5. In the event of a delay on our part, interest in the amount of 5 percentage points above the respectively valid basic rate of interest of the ECB shall be payable.
6. We are entitled to statutory rights of retention and set-off.

7. Transfer of risk - documents

1. Unless otherwise agreed in writing, the delivery shall take place free of carriage costs.
2. The risk first passes to us, including if shipment has been agreed, when the goods are delivered to us at the agreed location.
3. The Supplier is obliged to give our order number and article identity number on all despatch papers and delivery notes. If it fails to do so, we shall not be held responsible for any resulting delays (such as in relation to payment).

8. Warranty

1. We are obliged to check the goods within a reasonable period for any defects and variations in quality and quantity. The notice of defects shall be given by us in good time in the case of obvious defects if it is received by the Supplier within a period of 10 working days from our receipt of the goods or in the case of hidden defects, if it is notified to the Supplier upon discovery.
2. We are entitled to statutory warranty claims without limitation. In cases of supplementary performance, rectification of a defect or subsequent delivery shall be deemed to have failed after the second unsuccessful attempt. The Supplier shall bear the expenses required for the purpose of supplementary performance, in particular the costs of transport, handling, labour and materials; these also include assembly and disassembly costs. The Supplier shall also bear such costs arising or increasing due to the goods in question being transported to a location other than our place of business.
3. The warranty period is 36 months from the passing of the risk.

9. Spare parts

1. The Supplier is obliged to provide us with spare parts for the products delivered to us for a period of at least ten (10) years after the delivery.
2. If the Supplier intends to discontinue the production of the spare parts for the products delivered to us, it shall immediately inform us of this following the decision to discontinue. This decision – subject to paragraph 1 – shall be taken at least six (6) months prior to the discontinuation of production.  

10. Liability – indemnity – third party insurance

1. The Supplier shall indemnify us on first demand from all third party claims which are asserted against us by reason of breaches of obligation by the Supplier, in particular due to defects in material and title, insofar as and to the extent that the Supplier is internally obliged to compensate us. The Supplier shall reimburse all necessary expenses incurred by us due to the Supplier’s breaches of obligations.
2. If a claim is made against us due to a defect in the goods delivered by the Supplier under producer’s liability and/or product liability, the Supplier must, on demand, indemnify us from the liability resulting from the defect, to the extent that the cause falls within its domain of authority and organisation and it is itself liable in the external relationship.
3. If we are entitled to further claims for compensation, these will not be affected.
4. If the Supplier is liable for cases of damages pursuant to paras. (1) or (2), it is also obliged to reimburse us for any expenses arising out of or in connection with any recall action we implement pursuant to §§ 683, 670 BGB as well as §§ 830, 840, 426 BGB. To the extent possible and reasonable, we shall inform the Supplier of the content and extent of the recall action to be implemented and shall give the Supplier the opportunity to make a statement. Other statutory claims shall remain unaffected. 
5. The Supplier is obliged to maintain blanket product liability insurance with coverage of € 10 million for each event of personal injury/damage to property. The level of our claims for compensation shall not be limited by the coverage of the third party insurer.