open menu

Terms of agreement

General Terms of YAMAICHI ELECTRONICS Deutschland GmbH and of YAMAICHI ELECTRONICS Deutschland Manufacturing GmbH


1. General  

1.1 Our conditions of sale and delivery (in what follows “terms of business”) apply exclusively to  all of our business relationships with entrepreneurs, as understood in § 14 BGB ‐ German  Civil Code ‐ (in what follows “purchasers”), as of 1st January 2011, whether entered into for  the first time, ongoing or to be entered into in the future. They are also valid even in the event  that when the respective business relationship is concluded they are not then referred to  again.  
1.2 Terms of our contractual partners that differ from our own terms of business will not be  recognised unless we have expressly agreed to their validity in writing.


2. Offers, orders, conclusion of a contract  

2.1 Our offers are in principle non‐binding and subject to confirmation unless they are explicitly  designated as binding offers. The sending of our price list(s) is not to be regarded as an offer.  The technical information, details of use and product descriptions contained in our brochures  and other sales documents contain no offer to sign a guarantee agreement as it is outlined in §  443 BGB**.
2.2 Ordering a product and/or service includes the binding offer on the part of the purchaser to  purchase that product or service. We are entitled to accept the contractual offer implicit in the  order within two weeks of receiving the order. The acceptance of the offer can be made by us  either in writing or by means of the delivery/execution to/for the purchaser of the  product/service ordered. We reserve the right to refuse orders and to do so without written  declaration or providing more detailed reasons for such decisions. If in doubt, no response  from us after the expiry of the deadline for acceptance should be taken as rejection.  
2.3 If the order is made electronically we will confirm receipt of the order immediately. The  confirmation of receipt itself still does not constitute any binding acceptance of the order;  however it can be conjoined with a declaration of acceptance on our part.  
2.4 In the case of verbally agreed contracts the scope of service of our deliveries will be  determined through our written affirmation of the contract.    
 

3. Delivery  

3.1 Partial deliveries or services rendered in part are permissible and oblige our contractual  partner to pay the proportional price unless the partial delivery or service is unacceptable to  them.  
3.2 For supply contracts on demand the whole set of orders counts as having been ordered by the  purchaser one calendar month after the expiry of the deadline agreed for the order or, if there  is no agreed deadline, three calendar months after the contract is signed.  
3.3 If the purchaser is entitled to the division of the on call contingents and does not conduct the  division within one calendar month of the expiry of the respectively agreed order deadline or,  if such a deadline has not been set, one month after requested by us, we may divide, deliver  and charge for the complete set of orders at our discretion.  
3.4 Our deliveries are made “ex works Munich” as long as nothing else has been explicitly agreed  upon. In the case of a delivery “ex works” the seller’s and purchaser’s duties regarding the  method of delivery are determined according to the International Commercial Terms  (INCOTERMS® 2010) in their current amendment.  
3.5 The delivery and service deadlines stated by us are non‐binding and subject to confirmation;  they can be affected by delay in supply or production, or disruptions to operations. In the case  of subsequent contractual amendments or supplementations, the delivery deadlines and dates  will begin anew or be postponed correspondingly, even if they had already been confirmed  by us beforehand. This holds insofar as in each respective case no differing agreement has  been reached with the purchaser.
3.6 Should we default on delivery for reasons for which we are responsible, our liability will be  limited to the foreseeable and direct average damage.   
 

4. Default on acceptance  

4.1 Should the purchaser default on acceptance or violate other cooperation obligations we are  authorised, regardless of our duties in accordance with clauses 3.2 and 3.3, to withdraw from  the contract at our discretion and to demand the damages accruing to us through the default  or violation, including additional expenses.  
4.2 In the case of default on acceptance, the risk of accidental loss or accidental deterioration of  the delivered object shall devolve onto the purchaser as of the moment at which they  defaulted on acceptance.  
 

5. Prices and payments  

5.1 Our prices are to be understood as being principally in net cash in Euros, ex works/warehouse  Munich, plus dispatch and packaging costs, insofar as nothing else is agreed in writing.  Regulatory charges, customs duties and taxes are to be paid separately in the respective  amounts applicable at the time of invoicing.  
5.2 In the case of a single order with a net value of less than €100.00 we are entitled to add an  additional small‐order surcharge of €30.00 to our prices.  
5.3 Our prices are valid for six weeks from the day the contract is signed. The agreed prices only  apply to the respective completed order.  
5.4 Price changes are admissible if there are more than six weeks between the signing of the  contract and the agreed delivery date. If, after that period and until the completion of the  delivery, the wages, material costs or cost prices (listed prices) rise in line with real market  conditions or the exchange rates change, we will be entitled to raise the price appropriately,  according to the increase in costs.  
5.5 The first three deliveries will only be made if paid for in cash on delivery. For further followup deliveries our invoices are to be paid in full in net cash within 30 days of the date on which  the invoice or an equivalent statement of payment is issued.  
5.6 Payment deadlines are recognised as having been complied with if we have the amount at our  disposal within the deadline. Our representatives and/or commissaries must only be paid by  way of discharge if they provide evidence of a written authorisation of collection.  
5.7 Should the purchaser default on their payment obligation, either in whole or in part, they  must from this point onwards – notwithstanding our other further rights – pay default  interest in the amount of 5% per year above the base interest rate set by the European Central  Bank, insofar as we do not provide evidence of greater damages.  
5.8 For each written warning regarding an invoice which is made after entering into default, we  are entitled to demand a fixed processing fee of €5.00. 
5.9 Offsetting or retention on the part of the purchaser is precluded unless the offsetting or  retention claim is undisputed or established to be legally binding. We are entitled to avert the  exercise of the right of retention by providing security, even without a guarantee.  
5.10 If the purchaser ceases payments, has excessive debts, is subject to an application to open  insolvency proceedings, or comes into default on the redemption of due drafts or cheques, our  total claims will be due immediately. The same applies in the case of any other substantial  decline in the purchaser’s financial standing. In these cases we are entitled to demand  sufficient security and to withdraw from the contract.  
 

6. Retention of title  

6.1 The goods remain our property until the fulfilment of all claims existing between ourselves  and the purchaser (goods subject to retention of title), even if individual goods have already  been paid for. A pledge or chattel mortgage of the goods subject to retention of title is not  permissible.
6.2 In the case of the resale or passing on of goods subject to retention of title – as permitted  within the framework of proper business operations – the purchaser cedes to us, at that point  in time and up until repayment of all claims due to us, all future claims accruing to them from  the resale or passing on of the goods to their customers as security, without particular  explanations being necessary at a later date. This also extends to outstanding balances, which  arise within the framework of the existing current account relationships or with the  termination of those kinds of relationships between the purchaser and their customers. If the  goods subject to retention of title are resold or passed on together with other objects without a  unit price having been agreed for the goods subject to retention of title, the purchaser cedes to  us, with priority over any other claims, that part of the total asking price or the total price  obtained by the passing on of the goods that corresponds to the price of the goods subject to  retention of title invoiced by us. The purchaser is authorised to collect the assigned claims  arising from the resale or passing on until this authorisation is revoked; they are however not  entitled to use them in any other way e.g. by assignment. The purchaser must make the  customer aware of the assignment on our request, as well as issue us with the documents  necessary for asserting rights against their customers e.g. invoices, and provide us with all the  necessary information. The purchaser shall bear all the costs of the collection and of any  possible interventions. Should the purchaser receive an exchange on the basis of the  authorisation granted to them to collect the assigned claim, the property listed in these papers  is transferred to us with the recognised right of security. The handing over of the objects of  exchange will be replaced by the agreement that the purchaser will take charge of them for us  and then immediately deliver them to us with endorsement. If the equivalent value of the  claim assigned to us in cheques is paid to the purchaser or to one of their financial institutions,  they are obligated to disclose receipt immediately and to then make the payment. Ownership  of the cheques is transferred to us, according to our recognised rights, as soon as the  purchaser receives them. The handing over of the papers will be replaced by the agreement  that the purchaser will take charge of them for us and then immediately deliver them to us  with endorsement.  
6.3 If the purchaser processes the goods subject to retention of title, transform them or  amalgamate them with other objects, this processing, transformation or amalgamation takes  place on our behalf. We will immediately become the owner of the objects produced by means  of the processing, transformation or amalgamation. Should this not be possible on legal  grounds, we and the purchaser agree that we will be the owner of the new objects at every  step of the processing, transformation or amalgamation. The purchaser will keep the new  objects safe for us with due professional care and diligence. The objects resulting from the  processing, transformation or amalgamation count as goods subject to retention of title. In the  case of processing, transformation or amalgamation with other objects not belonging to us, we  are entitled to co‐ownership of the new objects in the ratio of the value of the processed,  transformed or amalgamated goods subject to retention of title to the value of the new goods.  In the case of sale or rental of the new objects, the purchaser herewith cedes to us their claim  deriving from the sale or rental to their customers with all subsidiary rights as security,  without further explanations being required at a later date. However, the transfer only applies  in the amount that corresponds to the value of the processed, transformed or amalgamated  goods subject to retention of title invoiced by us. The share of the claim assigned to us takes  priority over the other claim.  
6.4 Should the goods subject to retention of title be amalgamated with properties or movables by  the purchaser, the purchaser also cedes to us the claim which is otherwise due to them as  salary for the amalgamation with all subsidiary rights as security, without further particular  explanations being required.  
6.5 If the purchaser defaults on their payment obligation or on the redemption of due exchanges  or cheques, either in whole or in part, or excessive debts or suspensions of payment arise, or  an insolvency application is filed, we are authorised to immediately take back all goods still  under retention of title. We can also make the further rights resulting from the retention of title immediately applicable. The same applies to any other substantial decline in the financial  standing of the purchaser. The purchaser shall grant us or one of our commissaries access to  their entire business premises during business hours. Demand for issuance or appropriation  does not constitute withdrawal from the contract. We are entitled to utilise the goods subject  to retention of title with due professional care and diligence and to pursue our own  satisfaction, taking into account the open claims associated with the proceeds.  
6.6 Should the value of the security exceed by more than 20% in total our claims against the  purchaser resulting from the current business relationship, we are obliged on the request of  the purchaser to release the security due to them at their discretion.
 

7. Claims of the purchaser in relation to defects  

7.1 Only our description of the product or that of the manufacturer counts as an agreement on the  quality of the goods. Public statements, promotion or advertising on the part of the  manufacturer do not constitute contractual information regarding the quality of the goods.  
7.2 The purchaser is obligated to fulfil their duties of inspection and notification of defects, as  owed in accordance with § 377 HGB – German Code of Commercial Law ‐. Goods delivered  by us count as having been approved in conformity with the contract if we do not receive a  written notification from the purchaser within 14 days of receipt of the goods, or at the latest  18 days after their delivery ex works, in which is concretely disclosed what complaints are  being raised. Quantity differences of less than 5% in mass‐produced articles do not constitute  entitlement to a claim of defect. Insofar as nothing else is agreed in writing, our deliveries will  each be performed to the standard existing at the time the order is made.  
7.3 The claims are restricted at our discretion to removal of the defect or delivery of a defect‐free  item (a supplementary performance). In the case of failure regarding the supplementary  performance, the purchaser has the right to depreciate or to withdraw from the contract at  their discretion.  
7.4 Further claims of the purchaser, in particular those following from damages consequential to  a defect, are in principle precluded. This does not apply in the case of malice, gross negligence  or breach of fundamental contractual obligations by us, or in the case of injury of life, body or  health. The right of the purchaser to withdraw from the contract remains unaffected.  
7.5 Liability for defects which can be attributed to unsuitable or inappropriate use, defective  assembly – in particular under non‐observance of the installation instructions – or start‐up by  the purchaser or a third party, natural wear and tear, defective or negligent handling,  unsuitable operating components or replacement materials, or chemical, electrochemical,  electrical, electronic or weather influences is excluded, insofar as the fault cannot be attributed  to us.  
7.6 The warranty period for material defects ad defects of title is one year.  
7.7 The purchaser will not receive guarantees in the legal sense from us. Manufacturers’  warranties remain unaffected by this.
 

8. Liability  

We will assume liability for claims for damages made by the purchaser as follows:  
a) Liability for personal injury is determined according to legal provisions.  
b) Liability for property damage is restricted to €250,000.00 per event and €500,000.00 in total.  
c) Liability for financial losses including direct losses and loss of profit is excluded.  
The limitations on liability under b) and the disclaimer of liability under c) do not apply insofar as  mandatory liability applies for damages to privately used objects in accordance with the law  concerning product liability, or in cases of malice, gross negligence or breach of fundamental  contractual obligations, or the lack of guaranteed characteristics for damages that are typical and  reasonably foreseeable for this type of contract.
 

9.  Reservation of fulfilment/Embargo clause  

9.1 Our fulfilment of the contract is under the reservation of there being no obstacles to it due to  national or international regulations with regard to foreign trade law as well as there being no embargos and/or other sanctions opposing it. In particular, the purchaser is obligated to  refrain from doing any business  (a) with any persons, organisations or institutions that are on a sanction list under national  banning lists, EU regulations or US export regulations;  (b) with embargo states that are forbidden;  (c) for which the required permit is not available or not applicable;  (d) that are in any way related to the support, development, production or usage of chemical,  biological or nuclear weapons of mass destruction.  
9.2 The purchaser particularly agrees to inform us immediately and unprompted in writing in so  far as he intends to deliver or use/utilise products or services that he received from us in or  into regions that are subject to such provisions. He will indemnify us from any legal  consequences that result from an infringement on such provisions and shall pay damages to  the required extent if we suffer any causal damage.  
9.3 The purchaser guarantees that he is not on any US‐American, European or national banning  lists (e.g.: “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and  Blocked Persons”) and that he is not in any way related to the support, development,  production or usage of chemical, biological or nuclear weapons of mass destruction. The  purchaser shall reimburse us for any and all damage that we suffer as a result of an  infringement on this guarantee; in this regard the purchaser indemnifies us from third party  claims.  9.4. Should the purchaser infringe on the above stated duties and guarantees, and a contract has  already been concluded, we are not obligated to fulfil the contract. Additionally, we have the  right to withdraw from the contract or terminate the contract with immediate effect.  Should the purchaser infringe on the above stated duties and guarantees, and a contract has  not yet been concluded, our declaration with respect to the conclusion of the contract shall be  deemed retracted retroactively with immediate effect.”      
 

10. Other issues, place of fulfilment, place of jurisdiction   

10.1 Ancillary verbal agreements only count as part of the contract if they are confirmed by us in  writing.  
10.2 Should a clause of these contractual conditions be completely or partially void and/or  ineffective, the remaining conditions will not be affected. Rather, an ineffective condition  should be replaced by another which is as near as possible to the economic intention.  
10.3 If the purchaser is a businessman, Munich is the exclusive place of jurisdiction. The same  place of jurisdiction applies if at the time of instigation of a lawsuit the purchaser has no  general place of jurisdiction in the Federal Republic of Germany. The purchaser is, however,  entitled to call upon any responsible court which can be deemed legally responsible.  
10.4 The laws of the Federal Republic of Germany apply. The Hague Convention of 1st July 1964,  concerning uniform laws regulating international purchases, and the treaty of the United  Nations of 11th April 1980, concerning contracts of international sale of movable objects, do not  apply.


Valid as of: 01.10.2015
Download Terms of agreement (PDF)

Terms and Conditions of Purchase of YAMAICHI ELECTRONICS Deutschland GmbH and of  YAMAICHI ELECTRONICS Deutschland Manufacturing GmbH – Edition 10/2015    

Applicable to business transactions with companies, legal entities under public law and special funds under  public law (supplier).    
 

1.  General  

Our Terms and Conditions of Purchase apply exclusively; general business terms and conditions of the  supplier conflicting with or deviating from our Terms and Conditions of Purchase are only recognized  insofar as we expressly agreed to them in writing. Acceptance or payment of goods and services from  the supplier (hereinafter referred to as Products) does not constitute an agreement.    
 

2.  Conclusion of and Modifications to the Contract  

2.1 Orders, contracts and order releases as well as modifications and supplements thereto must be  placed and made in writing.  
2.2 Oral agreements of any kind – including subsequent modifications and supplements to our Terms  and Conditions of Purchase – must be confirmed by us in writing to become effective.  
2.3 The written form requirement is also deemed complied with if communications are sent by remote  data transmission or facsimile transmission.  
2.4 Cost estimates are binding and are not to be compensated unless other‐wise expressly agreed.  
2.5 We are entitled to cancel the order if the supplier does not accept the order within one week of  receipt thereof.  
2.6 Order releases within the framework of order and order release planning become binding if the  supplier does not object within two working days of receipt thereof.  
2.7 The Technical Supply Aggreement (Technische Lieferbedingungen) of YAMAICHI ELECTRONICS are an  integral part of the contract, if relevant.   
 

3.  Delivery  

3.1 Deliveries deviating from our contracts and orders are only admissible if given our prior written  approval.  
3.2 Agreed periods and dates are binding. Punctual compliance with the delivery periods and delivery  dates is determined by the date of receipt of the goods by us. Unless delivery “free at factory gate (frei  Werk/ DAP or DDP Incoterms 2010 )” is agreed, the supplier shall make the goods available in good time,  taking account of the time for loading and shipment to be agreed with the forwarder.  
3.3 If the supplier is responsible for set‐up or installation and unless other‐wise agreed, the supplier shall  bear all the necessary incidental costs such as travel expenses, provision of tools and daily allowances,  subject to the reservation of divergent regulations.  
3.4 The provisions of statute shall apply if agreed dates are not met. If the supplier anticipates difficulties  with respect to production, the supply of precursor material, compliance with the delivery period or  similar circumstances that could interfere with supplier’s ability to deliver punctually or to deliver the  agreed quality, the supplier must immediately notify our ordering department.  
3.5 The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims  to which we are entitled due to the delayed delivery or service; this applies pending full payment of the  amounts owed by us for the delivery or service in question.  
3.6 Partial deliveries are inadmissible in principle unless we expressly agreed to them or can reasonably  be expected to accept them.  
3.7 The values established by us during the incoming goods inspection shall determine the quantities,  weights and measurements subject to the reservation of different values being proved.  
3.8 We have the right to use software belonging to the scope of delivery, including the software  documentation, to a legally permissible extent (§§ 69a ff. UrhG [German Copyright Act]).  
3.9 We also have the right to use such software, including the software documentation, with the agreed  performance characteristics and to the extent necessary for the use of the product in accordance with  the agreement. We also have the right to make a backup copy even without an express agreement.    
 

4.  Force Majeure

4.1 Acts of God, operational disturbances without fault, unrest, governmental measures and other  unavoidable events discharge us from our obligation to take punctual delivery for the duration of such  event. During such events and for a two week period thereafter we are entitled – notwithstanding our  other rights – to withdraw from the contract in whole or in part, provided that such events are not of inconsiderable  duration  and  our  requirements  are  considerably  reduced  as  the  goods  have  to  be  procured elsewhere as a result thereof. 
4.2 The provisions of paragraph 4.1 above also apply in the case of labour disputes.


 5.  Advice of Dispatch and Invoice  

The details in our orders and order releases shall apply. An invoice showing the invoice number and  other allocation references is to be sent in one copy to the respective printed mailing address; the  invoice must not be enclosed with the shipments.    
 

6.  Pricing and Passing of Risk  

Unless otherwise agreed, the prices are “Delivered at Place” (DAP Inco‐terms 2010) including packaging.  Value added tax (VAT) is not included. The supplier bears all risks of loss or of damage to the goods until  the goods are received by us or by our representative at the location to which the goods are to be  delivered in accordance with the contract.    
 

7.  Payment Terms  

Unless otherwise agreed, the invoice shall be paid either within 14 days subject to deduction of a 2 %  discount or within 30 days without any deduction, with effect from the due date of payment and receipt  of  both  the  invoice  and  the  goods  or  performance  of  the  service.  Payment  is subject  to  invoice  verification.    
 

8.  Claims Based on Defects  

8.1 Acceptance is effected subject to the reservation of an examination for faultlessness, in particular  also including accuracy and completeness, insofar and as soon as this is pertinent in the ordinary course  of business. We will give notice of any defects found without undue delay after their discovery. To this  extent the supplier waives the objection to delayed notification of defects.  
8.2 The provisions of statute relating to defects as to quality and defects of title apply except insofar as  otherwise provided herein below.  
8.3 In principle we have the right to select the type of supplementary performance. The supplier may  refuse the type of supplementary performance we selected if it is only possible at disproportionate  expense.  
8.4 In the event that the supplier does not commence rectifying the defect immediately after our  request to remedy it, in urgent cases, especially to ward off acute danger or to prevent greater damage,  we are entitled to undertake such rectification ourselves or to have it undertaken by a third party at the  expense of the supplier.  
8.5 In case of defects of title, the supplier shall also hold us harmless from any third party claims possibly  existing, unless the supplier is not ac‐countable for the defect of title.  
8.6  The  limitation  period  for  claims  based  on  defects  is  3  years  –  except  in  cases  of  fraudulent  misrepresentation – unless the thing has been used in a building construction in accordance with its  customary use and caused the defectiveness thereof. The limitation period commences when the  Product is delivered (passing of risk).  
8.7 If the supplier performs its obligation to effect supplementary performance by supplying a substitute  product, the statute of limitations of the goods delivered in substitution shall start to run anew after  delivery thereof unless, when effecting the supplementary performance, the supplier explicitly and appropriately made the reservation that the substitute delivery was effected purely as good will, to  avoid disputes or in the interests of continuation of the delivery relationship.  
8.8 Should we incur expenses as a result of the defective delivery of the Product, in particular transport,  carriage, labor costs, assembly and disassembly costs, costs of material or costs of incoming goods  control exceeding the normal scope of the control, such costs shall be borne by the supplier.          
 

9.  Product Liability and Recall

9.1 In the event a product liability claim is asserted against us, the supplier is obliged to hold us harmless  from such claims if and to the extent the damage was caused by a defect in the Product supplied by the  supplier. In cases of liability based on fault, this only applies, however, if the supplier is at fault. Insofar  as the cause of the damage falls within the area of responsibility of the supplier, the supplier must prove  that it is not at fault.  
9.2 In the cases of paragraph 9.1 above, the supplier assumes all costs and expenses, including the costs  of any legal action.  
9.3 In all other respects the provisions of statute shall apply.  
9.4 Prior to any recall action which is partially or wholly due to a defect in a Product supplied by the  supplier, we shall notify the supplier, give the supplier the opportunity to collaborate and discuss with  the supplier the efficient conduct of the recall action, unless no notification of or collaboration by the  supplier is possible on account of the particular urgency. The costs of the recall action shall be borne by  the supplier insofar as a recall action is due to a defect in a Product supplied by the supplier.
 

10.  Rights of Withdrawal and Termination  

10.1 In addition to the statutory rights of rescission we have the right to withdraw from or terminate the  contract with immediate effect if  

  • the supplier has stopped supplying its customers,  
  • there is or threatens to be a fundamental deterioration to the financial circumstances of the  supplier and as a result of this the performance of a supply obligation to us is in jeopardy,  
  • the supplier meets the criteria for insolvency or over‐indebtedness, or  
  • the supplier stops making its payments.  

10.2  We  also  have  the  right  to  withdraw  from  or  terminate  the  contract  if  the  supplier  files  an  application for insolvency or comparable debt settlement proceedings to be initiated with respect to its  assets.  
10.3 If the supplier rendered part performance, we only have the right to cancel the whole contract if we  have no interest in the part performance.  
10.4 If we withdraw from or terminate the contract by virtue of the foregoing contractual rescission  rights or respective termination rights, then the supplier must compensate us for the loss or damage  incurred as a result, unless the supplier was not responsible for the rights arising to withdraw from or  terminate the contract.  
10.5 Statutory rights and claims shall not be limited by the regulations included in this Section 10.    
 

11.  Conducting Work  

The liability for accidents suffered by these persons on our factory premises is excluded except to the  extent caused by willful or gross negligent breach of duty by our legal representatives or persons  employed in the performance of our obligations.    
 

12.  Provision of Materials  

Materials, parts, containers and special packaging provided by us remain our property. These may only  be used as designated. The materials are processed and parts assembled for us. It is agreed that we are  co‐owner of the products manufactured with our materials and parts in proportion to the value of the  materials or parts provided in relation to the value of the whole product; such products shall be kept  safe for us by the supplier to this extent.    
 

13.  Documentation and Confidentiality  

13.1  The  supplier  shall  keep  confidential  with  respect  to  third  parties  all  business  and  technical  information made available by us (including features which may be derived from objects, documents or  software provided and any other knowledge or experience) as long and to the extent that it is not  proven public knowledge, and it may only be made available to those persons in the supplier’s business  facility who necessarily need to be involved in the use thereof for the purpose of delivery to us and who  are also committed to confidentiality; the information remains our exclusive property. Without our prior  written consent, such information must not be duplicated or exploited commercially – except for deliveries to us. At our request, all information originating from us (if appropriate also including any  copies or records made) and loaned items must be, without undue delay, returned to us in full or  destroyed.  We reserve all rights to such information (including copyright and the right to file for industrial property  rights such as patents, utility models etc.). In the event this is provided to us by third parties, the  reservation of rights also applies for the benefit of such third parties.  
13.2 Products manufactured on the basis of documentation drafted by us such as drawings, models and  the like, or based on our confidential information, or manufactured with our tools or with tools modeled  on our tools, may neither be used by the supplier itself nor offered or supplied to third parties. This also  applies analogously to our print orders.    
 

14.  Export Control and Customs  

14.1 The supplier shall be obliged to inform us about any applicable (re‐) ex‐port licence requirements  for the Products under German, European or US export control law and customs regulations as well as  the export control law and customs regulations of the country of origin of the Products. Therefore, at  least in his offers, order confirmations and invoices the supplier shall provide the following information  with respect to the Products:  

  • export list number (Ausfuhrlistennummer) pursuant to Annex AL to the German Foreign Trade  and  Payments  Regulation  (Außenwirtschaftsverordnung)  or  any  comparable  export  list  information of applicable export lists;  
  • ECCN (Export Control Classification Number) for US‐goods (including technology and software)  pursuant to the US Export Ad‐ministration Regulations (EAR);  
  • country of origin of the Products and of the components thereof, including technology and  software;  
  • any transport of the Products through USA, manufacture or stocking of the Products in the USA  and whether the Products have been manufactured by using US technology;  
  • HS‐Code of the Products; and  
  • a contact person in his organisation to provide further information to us upon request.  

Upon our request the supplier shall provide any other foreign trade data with respect to the Products  and their components in written form and shall inform us on all changes to such data without undue  delay and prior to supply to us.  
14.2 The fulfilment of the contract is under the reservation of there being no obstacles to it due to  national or international regulations with regard to foreign trade law as well as there being no embargos and/or other sanctions opposing it.    
In this regard, the supplier guarantees to refrain from doing any business  
(a) with any persons, organisations or institutions that are on a sanction list under national banning lists,  EU regulations or US export regulations;  
(b) with embargo states that are forbidden;  
(c) for which the required permit is not available or not applicable;  
(d) that are in any way related to the support, development, production or usage of chemical, biological  or nuclear weapons of mass destruction.  
Furthermore, the supplier guarantees that he and, respectively, his employees and/or his suppliers are  not on any US‐American, European or national banning lists (e.g.: “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and Blocked Persons”) and that he/they is/are not in any way related  to the support, development, production or usage of chemical, biological or nuclear weapons of mass destruction.    
Should the supplier infringe on this guarantee and a contract has already been concluded, we are not  obligated  to  fulfil  the contract. Additionally,  we have  the  right  to  withdraw  from the contract or terminate the contract with immediate effect. Furthermore, the supplier is obligated to reimburse us for  any and all damage including expenses that result from an infringement on this guarantee; in this regard the supplier indemnifies us from third party claims.    
Should the supplier infringe on this guarantee and a contract has not yet been concluded, our offer shall  be deemed retracted retroactively with immediate effect. We are not obligated to conclude a contract.  In addition, the supplier is obligated to reimburse us for any and all damage including expenses that result from an infringement on this guarantee; in this regard the supplier indemnifies us from third party  claims.”  
 

15.  Compliance  

15.1 The supplier shall comply with the respective statutory provisions governing the treatment of  employees, environmental protection and health and safety at work and to work on reducing the  adverse effects of its activities on human beings and the environment. Further, the supplier shall comply  with  the  principles  of  the  UN  Global  Compact  Initiative  relating  basically  to  the  protection  of  international human rights, the right to collective bargaining, the abolition of forced labour and child labor, the elimination of discrimination when personnel is engaged and employed, the responsibility for  the environment and the prevention of corruption. Further information on the UN Global Compact  Initiative is available at: www.unglobalcompact.org.  
15.2 In the event that a supplier repeatedly violates the law and/or violates the law despite being given  respective advice, and fails to evidence that the violation of the law has been cured as far as possible  and that appropriate precautions have been taken to avoid violations of the law in future, we reserve  the right to terminate or withdraw from existing contracts with‐out notice.    
 

16.  Place of Performance  

The place of performance is the place to which the goods are to be delivered in accordance with the  contract or where the service is to be rendered.    
 

17.  Miscellaneous  

17.1 If one of the provisions of these Terms and Conditions and of additional agreements reached should  be or become ineffective, this shall not affect the validity of the Terms and Conditions in other respects.  The parties hereto are obliged to agree upon a provision to replace the ineffective provision that  approximates as closely as possible the economic intent of the ineffective provision.  
17.2 The contractual relationships shall be governed exclusively by German law excluding the conflict of  law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). 
17.3 The venue for all legal disputes arising either directly or indirectly out of contractual relationships  based on these Terms and Conditions of Purchase shall be Munich. We further have the right to take legal action against the supplier at a court with jurisdiction over the registered office or branch office of  the supplier or at the court with jurisdiction over the place of performance at our discretion.    


Edition 10/2015
Download Terms and conditions of purchase (PDF)