Der Wimpel

EKB

General Terms and Conditions of Purchase
(Position as per: July 2010)

1. General Matters regarding the Application of the Terms and Conditions.

1.1 These General Terms and Conditions of Purchase of AHP Merkle GmbH apply to all present and future business relations with entrepreneurs ("Unternehmer") (Paragraph 14 German Civil Code (BGB)), public-sector legal entities or special bodies or funds under public law (hereinafter referred to as "Supplier"). 

1.2 Any contradictory or supplementary general conditions of business of the Customer shall become an integral part of the contract only if and to the extent that the Supplier has expressly consented to the application thereof.

2. The Placing of Orders and Performance of Contract

2.1 Orders we place are revocable up until receipt of the acknowledgement of the order or - in the absence of any acknowledgement of the order - up until delivery. The Supplier is obliged to confirm our order within a deadline of 3 working days by means of an order confirmation in text form or by making delivery. Any belated acknowledgement of the order with a deviating delivery date shall be deemed to be a new offer and requires confirmation by us.

2.2 All of the obligations under the contract must be fulfilled by the Supplier himself. The production of parts, for which we stipulate a drawing, by a third-party shall only be permitted with our prior written consent.
If the Supplier carries out external work such as e.g. heat treatment or surface treatment, the corresponding test certificates must be enclosed with the delivery.

2.3 The place of performance for all obligations arising out of the contractual relationship shall be the place of our registered office (seat).

3. Delivery

3.1 Dispatch shall be at the Supplier's risk and cost. If, owing to a special agreement, the freight charges are to be borne by us, the Supplier must choose the mode of dispatch that is most favourable for us. The place of delivery and place for the passing of risk shall be the receiving point stated by us. 

3.2 Unless expressly otherwise agreed, the delivery times stated by us are binding. The Supplier must notify us without undue delay if he becomes aware of circumstances which give reason to suspect that the delivery will be delayed.

3.3 Whether agreed delivery deadlines and dates have been complied with shall depend on the date the subject matter of the contract is received at the receiving point stated by us; in the case of deliveries involving installation, assembly or other services, it shall depend on the date of their acceptance.

3.4 In the event of any delay in delivery for which the Supplier is at fault we can demand - in addition to further-reaching statutory claims - a lump sum as compensation for the damage caused by the delay in performance, which lump sum shall be 1% of the contract value, however a maximum of 5% of the contract value. This shall be without prejudice to our right to claim any further proven damage due to delay in performance. The Supplier retains the right to prove that we only suffered less damage.

3.5 Delivery notes and consignment notes must always state our order numbers and article numbers in full. In the event of non-compliance we shall be entitled to refuse to accept the delivery and to charge the Supplier for any extra cost incurred. This also applies to deliveries to a third party designated by us as the consignee. In the case of deliveries on pallets attention must be paid that only fit and proper, exchangeable Euro pallets (DB standard) are used. If when processing the goods delivered we discover damaged pallets we shall be entitled to charge for these at their replacement value. We must have given our express consent to any deliveries made on non-returnable and special pallets.

4. Prices and Payment Terms

4.1 The agreed prices are fixed prices. All prices are stated exclusive of value added tax, but inclusive of packaging, insurance, carriage and other incidental costs.

4.2 Invoices/credit notes must state our order numbers, article numbers and our VAT identification number ("Ust-ID-Nr."). Unless otherwise agreed, payments shall be made within 28 days after receipt of the invoice and delivery less a 3 % cash discount, or net within 45 days following receipt of the invoice and delivery. In the case of contracts for work and services ("Werkverträge") the date of acceptance shall apply instead of the date of delivery.

4.3 The Supplier shall be authorized to exercise a right of retention only insofar as his counterclaim is based on the same contractual relationship or on an undisputed claim or a claim which has become final and absolute. He may only offset counterclaims that are undisputed, or counterclaims that have become final and absolute.

5. Warranty

5.1 If the subject matter of the contract does not have the agreed quality or is defective for other reasons, our warranty claims shall be in accordance with the statutory provisions unless otherwise agreed below.

5.2 The general limitation period for warranty claims is 3 years. Any statutory provisions providing for longer limitation periods shall remain unaffected.

5.3 Our duty to inspect as part of the incoming lot control is limited to defects which are revealed by an external examination, including examination of the delivery papers, and at quality control by way of the random sample test procedure (e.g. transport damage, incorrect or short deliveries). Any defects there may be shall in any event have been reported in time if we report them within 5 working days after we have received the goods.

5.4 The Supplier shall be under a duty to cover his risk of liability by an insurance, and to provide us with proof of the cover upon demand.

6. Customer-Supplied Materials

6.1 Materials provided by us shall remain our property and must be stored, labelled and managed separately by the Supplier free of charge. The materials may only be used for fulfilling our orders. In the event of any loss or deterioration of the materials provided the risk shall be borne by the Supplier.

6.2 Any processing or transformation of the materials provided shall be performed on our behalf.  The parties are in agreement that we become (co-) owners of the new or transformed object. The Supplier must keep the new thing safe on our behalf, free of charge and exercising the care of a prudent businessman.

7. Intellectual Property Rights, Confidentiality

We reserve title to and the copyrights in all pictures, plans, drawings, calculations, instructions for execution, product descriptions and other documents. Documents of this kind must be used solely for the contractual performance and must be returned to us once the contract has been dealt with. The documents must be kept secret from third parties, including after termination of the Contract. The obligation to maintain confidentiality shall not lapse until and to the extent that the knowledge contained in the documents handed over has become generally known.

8. Reservation of Title

Unless otherwise agreed by the parties, all forms of extended or prolonged reservation of title are excluded so any reservation of title that may validly be declared by the Supplier shall apply only to the goods delivered to us and only until said goods have been paid for.

9. Final Provisions

9.1 German law shall apply; application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

9.2 It is agreed that the place of jurisdiction shall be Freiburg im Breisgau, Germany. In addition, we shall be entitled to assert our claims at the Supplier's place of general jurisdiction.