§ 1 General Provisions / Scope of Application
1. Our Terms and Conditions of Purchase, in their currently valid version, shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation while being aware of terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase.
2. All agreements made between us and the supplier for the purpose of executing this contract must be set forth in writing in this contract.
3. Our Terms and Conditions of Purchase apply only to business entities pursuant to § 310(1) of the German Civil Code (BGB).
4. Our Terms and Conditions of Purchase also apply to all future transactions with the supplier.
§ 2 Correspondence / Documents
1. We reserve ownership rights and copyrights to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for the preparation of an offer or for production based on our order; after the order has been fulfilled, they must be returned to us without being requested. They must be kept confidential from third parties. In this respect, the provision of § 10 (5) applies additionally.
2. Orders are only binding if they have been placed by us in writing.
3. Every order must be confirmed immediately, at the latest within 48 hours (Mon–Fri), in writing, specifying the prices and delivery dates. After the deadline has expired, we are no longer bound by the order.
4. Our complete order number, as well as any material and drawing numbers specified, must be included in all correspondence (order confirmation, delivery note, invoices, etc.). If the supplier fails to do so, we shall not be held responsible for any delays in processing or payment.
§ 3 Prices / Terms of Payment
1. The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery “DAP,” including packaging.
2. The statutory value-added tax is not included in the price.
3. Unless otherwise agreed in writing, we will pay the purchase price within 30 calendar days, calculated from the date of delivery and receipt of the invoice, with a 3% discount, or within 90 calendar days of receipt of the invoice, net.
4. We are entitled to rights of set-off and retention to the extent permitted by law.
§ 4 Delivery Time / Delay in Delivery / Contractual Penalty
1. The delivery time specified in the order is binding.
2. The supplier is obligated to notify us immediately in writing if circumstances arise or become apparent to them that indicate the specified delivery time cannot be met.
3. In the event of a delay in delivery, we are entitled to the statutory claims. In particular, we are entitled to withdraw from the contract after a fruitless expiration of the deadline and to demand compensation for damages in lieu of performance within a reasonable period. If we demand compensation for damages, the supplier has the right to prove to us that he is not responsible for the breach of duty.
4. In the event of a delay on the part of the supplier, we are entitled, without prejudice to the foregoing, to demand a contractual penalty of 1% per week, up to a maximum of 5% of the order value. Other statutory claims remain unaffected. Further statutory claims remain unaffected by this provision.
§ 5 Delivery Quantities
1. The ordered quantities must be adhered to. We will return excess deliveries freight collect unless they have been approved by us in writing upon notification by the supplier.
2. Partial deliveries may only be made if we consent to them in writing following prior notification by the supplier.
§ 6 Liability for Defects
1. Unless otherwise agreed in writing, delivery shall be made DDP in accordance with Incoterms 2020, i.e., at the supplier’s risk and expense, including packaging, transport insurance, and any customs clearance costs that may arise, to the destination specified by us.
2. The supplier is obligated to specify our exact order number on all shipping documents and delivery notes; if the supplier fails to do so, we shall not be held responsible for any resulting delays in processing.
§ 7 Notice of Defects / Liability for Defects / Statute of Limitations
1. We shall notify the supplier immediately of any defects in the delivery as soon as they are discovered in the ordinary course of business. The notice of defect shall be deemed timely if it is received by the supplier within a period of five business days (Monday through Friday) following the inspection of the goods upon receipt, or in the case of hidden defects, from the time of discovery.
2. The inspection of goods upon receipt is limited to externally visible transport damage and compliance with quantities; a functional test is not required.
3. The contractor warrants that its deliveries and services possess the agreed-upon quality at the time of transfer of risk. The Contractor further warrants that its deliveries and services remain free of defects during the warranty period. This also applies to parts that the Contractor procures from third parties.
4. We are entitled to the full statutory claims for defects; in any case, we are entitled to demand from the Supplier, at our discretion, either the rectification of the defect or the delivery of a new item. Rectification of defects includes all services and materials necessary to remedy a defect at the installation site of the system, provided such site was specified at the time of order.
5. The right to claim damages, in particular damages in lieu of performance, is expressly reserved.
6. We are entitled to remedy the defect ourselves at the supplier’s expense if the supplier is in default of subsequent performance.
7. The statute of limitations is 36 months, calculated from the transfer of risk, unless the mandatory provisions of Sections 445b and 478(2) of the German Civil Code (BGB) apply.
§ 8 Product Liability / Indemnification / Liability Insurance Coverage
1. To the extent that the Supplier is responsible for product damage, the Supplier is obligated to indemnify us against third-party claims for damages upon first request, to the extent that the cause lies within the Supplier’s sphere of control and organization and the Supplier is personally liable in its external relations.
2. Within the scope of its liability for claims for damages within the meaning of paragraph (1), the Supplier is also obligated to reimburse any expenses pursuant to Sections 683, 670 of the German Civil Code (BGB) or pursuant to Sections 830, 840, 426 of the German Civil Code (BGB) that arise from or in connection with a recall campaign carried out by us. We will inform the supplier—to the extent possible and reasonable—of the content and scope of the recall measures to be carried out and give the supplier the opportunity to comment. Other statutory claims remain unaffected. The remaining mandatory provisions regarding supplier recourse remain unaffected.
3. The supplier undertakes to maintain product liability insurance with a coverage limit of €10 million per claim for personal injury or property damage—on a lump-sum basis; if we are entitled to further claims for damages, these remain unaffected.
§ 9 Intellectual Property Rights
1. The Supplier warrants that no third-party rights are infringed in connection with its delivery.
2. If we are held liable by a third party for this reason, the Supplier is obligated to indemnify us against such claims upon our first written request; we are not authorized to enter into agreements with the third party—without the Supplier’s consent—in particular to settle the matter.
3. The supplier’s obligation to indemnify us covers all expenses necessarily incurred by us arising from or in connection with the third-party claim.
4. In the event of claims for damages by the third party, the supplier reserves the right to prove that it is not at fault for the infringement of the third party’s rights. We are not authorized to enter into any agreements with the third party—without the supplier’s consent—in particular to settle the matter. (5) The Supplier’s indemnification obligation covers all expenses necessarily incurred by us arising from or in connection with a claim by a third party, unless the Supplier proves that it is not responsible for the breach of duty underlying the intellectual property infringement.
5. The statute of limitations is 36 months, calculated from the transfer of risk.
§ 10 Retention of Title / Provision of Materials / Confidentiality
1. If we provide parts to the supplier, we reserve title to them. Any processing or transformation by the Supplier shall be carried out on our behalf. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
2. The material provided by us may only be used for our order. The supplier may no longer invoke defects in the material provided that would have been detectable upon proper inspection after the material has been processed. The provision of material by us does not release the supplier from its warranty obligations. The supplier is liable for the loss or damage of the material provided. We must be notified immediately of any impairment. The supplier must ensure adequate insurance coverage at their own expense.
3. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the supplier’s item is to be regarded as the principal item, it is agreed that the supplier shall transfer proportional co-ownership to us; the supplier shall hold the sole ownership or co-ownership in trust for us.
4. To the extent that the security interests to which we are entitled pursuant to Paragraph (1) and/or Paragraph (3) exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we are obligated, at the supplier’s request, to release the security interests at our discretion.
5. The Supplier is obligated to keep all illustrations, drawings, calculations, and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations, and other documents provided has become generally known. The confidentiality obligation shall remain in effect even after the performance of this contract.
§ 11 Contractual Right of Withdrawal
1. If, after the conclusion of the contract, there is a material deterioration in the supplier’s financial circumstances, or if we become aware after the conclusion of the contract that the supplier is insolvent or over-indebted, or is at risk of insolvency, or if the supplier or a third party files a petition to open insolvency
proceedings, or if insolvency proceedings are opened against the supplier’s assets, we shall be entitled to withdraw from the contract.
2. The supplier is obligated to inform us immediately of any material deterioration in its financial circumstances.
§ 12 Place of Performance / Jurisdiction / Governing Law
1. The place of performance for delivery is the delivery location designated by ONI; for liability for defects, it is the installation site designated by ONI upon conclusion of the contract or during commissioning at the customer’s premises.
2. The venue for all mutual claims arising from the business relationship is, depending on subject-matter jurisdiction, the Local Court of Wipperfürth or the Regional Court of Cologne. However, we are also entitled to sue the supplier at its place of business or at the place of performance agreed upon—which may differ from our place of business—or at its branch office.
3. German law shall apply exclusively to the contractual relationship.
4. Should any of the above terms and conditions of purchase be invalid in whole or in part, this shall not affect the validity of the remaining terms and conditions.
