General Purchase Terms (as of 11.2010)

 

1 Scope of application

1.1. These Purchase Terms shall apply to all orders issued by Puratek Anlagentechnik GmbH (hereinafter referred to as "Puratek" or "Customer"). The supplier’s terms and conditions contradicting or deviating from these will not be accepted by us unless we have expressly agreed to their effect in writing. These Purchase Terms shall apply even if we assume without reservation the supplier's delivery knowing about the supplier’s terms and conditions contradicting or deviating of from ours.

1.2. All agreements of Puratek Anlagentechnik GmbH with the supplier must be in writing.

1.3. These terms do not apply to consumers.

1.4. These Purchase Terms shall apply to all future business with the supplier.

2. Offer, Offer Documents

2.1. The offers must comply exactly with the request of Puratek on type, quantity and quality of the goods. As far as offers vary from specifications of the requests, this must be expressly stated in the offer.

2.2. The preparation of offers shall be free of charge.

2.3. Illustrations, drawings and other documents must not be made available to third parties without our express written consent. We reserve all ownership or copyright resulting therefrom. Other submitted documents shall be used exclusively for the offer preparation or manufacture of our order. After completion of the order, the documents shall be returned without being asked, they must be kept secret for third parties.

3. Order Acceptance

3.1. Each accepted order is to be confirmed by the supplier immediately in writing by using our order number.

3.2. Latest at the order acceptance the supplier shall be obliged to provide the technical data, installation conditions and other information required for the installation or use of the delivery item.

4. Delivery Time

4.1. The delivery time stated in the order shall be binding.

4.2. The supplier shall be obliged to inform us immediately in writing if circumstances occur or become known to him, from which it follows that the agreed delivery time can not be met.

4.3. In case of delayed delivery we are entitled to legal claims. In particular, we are entitled to demand for damages instead of performance at the fruitless expiry of a reasonable period. When we claim damages, the supplier shall be entitled to prove to us that he was not responsible for the breach of obligation.

5. Transfer of Risk, Documents

5.1. Delivery shall be made free house, unless otherwise agreed in writing.

5.2. The supplier shall be obliged to indicate exactly in all shipping documents and delivery notes our order number, if he fails to do so, we shall not be liable for the resulting delays in processing.

6. Defect Examination, Defect Liability

6.1. We are obliged to examine the goods within a reasonable period of time for any quality or quantity deviations. The complaint shall be considered as timely if it comes to the supplier within five working days from receipt of goods, or at discovery of hidden defects.

6.2. We shall have a right to legal claim for defects unabridged; in any case we shall be entitled to demand, at our option, repair or supply of a new thing. The right to indemnification, in particular to indemnification instead of performance, is expressly reserved.

6.3. We shall be entitled to make remedy of the defects by ourselves at the expense of the supplier, when the supplier delays the defects remedy.

6.4. The limitation period shall be 36 months from the transfer of risk, if mandatory provisions of §§ 478, 479 of the Civil Code do not interfere with.

7. Product Liability, Exemption, Liability Insurance

7.1. If the Supplier is responsible for the product damage, he shall be obligated to exempt us from the third party indemnification claims on first demand, if the cause is in his control and organization sphere and he is liable for external relationship by himself.

8. Intellectual Property Rights

8.1. The Supplier guarantees that no rights of third parties within the Federal Republic of Germany and in the country of destination, as the case may be, will be affected in connection with his delivery and so far as this has been communicated to the supplier.

8.2. When a third party will present as a claim, the supplier shall be obligated to indemnify us from these claims on first written demand; we shall not be allowed to conclude any agreements with the third party without the supplier’s consent, in particular amicable agreement.

8.3. The exemption obligation of the supplier refers to all expenses incurred by us arising out of or in connection with the claim of a third party, if the supplier fails to prove that he is not responsible for the breach of the obligation, which bases on the breach of the intellectual property right.

8.4. The limitation period for these claims shall be three years beginning from the transfer of risk.

9. Reservation of Right of Ownership, Provision, Tools, Confidentiality

9.1. If we provide parts to the supplier, we reserve the right of ownership. Processing or transformation by the supplier shall be made for us. If our reserved goods are processed with other objects not belonging to us, we acquire co-ownership of the new item in proportion to the value (purchase price plus turnover tax) to the other processed items at the time of processing.

9.2. If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the item (purchase price plus turnover tax) to the other processed items at the time of mixing. If mixing occurs in a way that the supplier's item is to be regarded as the main item, it shall be agreed that the Supplier transfers to us a proportional co-ownership; the supplier shall reserve for us the sole ownership or co-ownership.

9.3. We reserve the title of ownership for the tools; the supplier shall be obliged to use the tools exclusively for manufacture of the goods ordered by us. The supplier shall be also obliged to insure the tools belonging to us at his own expense against fire, water and theft. At the same time, the Supplier shall assign to us all claims for indemnification resulting from this insurance. We accept the assignment. The supplier shall be obliged to carry out necessary maintenance and inspection works and all repair works of our tools at his own expense in proper time. He has to notify us immediately about any faults, if he culpably fails to do this, the claims for damages shall remain unaffected.

9.4. As far as the security rights belonging to us under paragraph 1 and/or 2 paragraph exceed the purchase price of all our not yet paid reserved goods by more than 10%, we shall be committed to exempt to the Supplier's request from the security rights at our choice.

10. Place of Jurisdiction, Place of Performance

10.1. If the supplier is a merchant, our registered office shall be the place of jurisdiction; we are, however, entitled to sue the supplier at his place of residence.

10.2. Unless otherwise stated in the order, our business shall be the place of performance.