Terms and 
Conditions

1. Our Terms and Conditions of Purchase shall be decisive for the contract with the supplier and shall become an integral part of the contract. Conflicting or deviating terms and conditions of the Supplier shall not become an integral part of the contract and shall have no legal effect, even if we do not object to them in individual cases. They shall apply only if we have expressly agreed to them. Our terms and conditions also apply to future contracts with the Supplier until these terms and conditions are replaced by new terms and conditions by us.
2. Individual agreements (e.g. framework supply contracts, quality assurance agreements) and information in our purchase order take precedence over these Terms and Conditions of Purchase. In case of doubt, trade terms are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of the conclusion of the contract.
3. Legally relevant declarations and notifications of the Supplier with regard to the contract (e.g. deadlines, reminders, withdrawal) must be made in writing. The written form within the meaning of these Terms and Conditions of Purchase includes the written and text forms (e.g. letter, email, fax). This is without prejudice to any statutory formal requirements and further evidence, in particular in the event of doubt as to the legitimacy of the person making the declaration.

1. We shall only issue purchase orders and call-off orders in writing (letter, email, fax, etc.). Each purchase order must be confirmed promptly, at the latest within a period of 5 working days, stating the prices and delivery dates, or executed without reservation by dispatching the goods.
2. A delayed acceptance shall be deemed to be a new offer and shall require our acceptance. The order number, material number and drawing number must be stated in all correspondence; if the Supplier fails to do so, we shall not be responsible for any delays in processing.
3. The Supplier shall notify us of any obvious errors (e.g. typos and calculation errors) and incompleteness of the purchase order, including the purchase order documents, for the purpose of correction or completion before the contract is concluded; otherwise the contract shall be deemed concluded.

1. The delivery date specified in the purchase order is binding. If the delivery time is not specified in the purchase order and has not been agreed otherwise, it shall be 2 weeks from the conclusion of the contract.
2. If the Supplier finds that it is unable to fulfil its contractual obligations or unable to do so in a timely manner, the Supplier shall notify us of this in writing without undue delay, stating the reasons, and notify us of the new deadline, without the obligation to meet the deadline being affected thereby.
3. If the Supplier does not fulfil its performance or does not fulfil it within the agreed delivery time or if it is in default, our rights – in particular with regard to withdrawal and compensation – shall be determined by the statutory provisions. The provisions in paragraph 4 remain unaffected.
4. In case of a delay, the Supplier shall be held liable pursuant to statutory provisions. If delivery does not take place on the date or within the period agreed on, the Supplier shall be held liable for the damage caused by the delay. In the event of a delay of the Supplier, we are entitled to demand for each started working day of the delay a contractual penalty in the amount of 0.2% of the gross order amount of the overdue items, however, at least €50.00 but not more than 5% of the gross order amount of the overdue items. Any additional or further statutory claims remain unaffected by this; the contractual penalty is to be charged up against this amount. The Supplier reserves the right to prove that no damage or significantly less damage has been incurred.

1. Overdeliveries require out prior agreement in writing. If this requirement is not observed, we will return overdelivered goods at the Supplier's cost.
2. If the Supplier delivers before the agreed delivery date, we reserve the right to return the delivery at the Supplier's cost and risk. If we do not return the delivery in the event of early delivery, we will store the delivery at our premises at the Supplier's cost and risk until the agreed delivery date. In the event of early delivery, we reserve the right to make payment only on the agreed due date.

1. Without our prior written consent, the Supplier is not permitted to have third parties (e.g. subcontractors) render services owed by the Supplier. The Supplier bears the risk of procurement for its services, unless otherwise agreed in individual cases (e.g. limitation to stock).
2. Unless otherwise agreed in writing, delivery shall be made at the Supplier's risk and cost to the destination specified by us (DDP in accordance with Incoterms), including packaging and insurance. The Supplier is obliged to take out the necessary insurance in its name. If delivery is to be made to our head office or to one of our branches, the Supplier must deliver the goods to the ‘island’ on the premises of the branch specified in the purchase order. The respective destination is also the place of performance for the delivery and any subsequent performance (debt to be discharged at creditor’s domicile).
3. The delivery must be accompanied by a delivery note stating the date (issue and dispatch), contents of the delivery (part number and quantity) and our order details (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. An equivalent dispatch note with the same content must be sent to us separately from the delivery note.
4. The risk of accidental loss and accidental deterioration of the goods passes to us upon delivery at the place of performance. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply accordingly in the event of acceptance. If our acceptance is delayed, transfer or acceptance shall be deemed to have taken place.
5. The statutory provisions apply with regard to the occurrence of our acceptance delay. However, the Supplier must also expressly offer us its performance if a specific or specifiable calendar period has been agreed for an action or cooperation on our part (e.g. provision of material). If we delay acceptance, the Supplier may demand compensation for additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract concerns a non-fungible good to be manufactured by the Supplier (single-unit production), the Supplier shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

1. The statutory provisions (Sections 377, 381 of the German Commercial Code (HGB)) apply to the commercial duty to inspect and give notice of defects, with the following proviso: Our duty to inspect is limited to defects that are openly apparent during our incoming goods inspection upon external examination, including of the delivery papers (e.g. transport damage, incorrect delivery and short delivery) or that are identifiable during our quality control in the sampling procedure. Insofar as acceptance has been agreed, there shall be no duty to inspect.
2. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case.
3. Our obligation to give notice of defects discovered at a later date remains unaffected.
4. Notwithstanding our duty to inspect, our complaint (notice of defect) shall in any case be deemed to be prompt and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.

1. The price specified in the purchase order is binding. All prices include statutory value added tax if this is not stated separately.
2. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the Supplier (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).
3. The terms of payment are agreed as 30 days with 3% discount and 90 days net.
4. We do not owe any interest payable from the due date. Statutory provisions shall apply in the event of payment default.
5. Offset and retention rights as well as the plea of non-performance of the contract are available to us according to statutory provisions. In particular, we are entitled to withhold due payments as long as we still have claims against the seller arising from incomplete or defective performance.

1. The statutory provisions and, exclusively in our favour, the following additions and clarifications apply to our rights in the event of material defects and defects of title in the goods (including incorrect and short delivery, and improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Supplier.
2. In accordance with the statutory provisions, the Supplier is liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. The product descriptions that are the subject matter of the respective contract or that have been incorporated into the contract in the same way as these Terms and Conditions of Purchase – in particular by being designated or referred to in our purchase order – shall in any case be deemed to be the agreement on quality. It makes no difference whether the product description comes from us, from the Supplier or from the manufacturer.
3. In the case of goods with digital elements or other digital content, the Supplier is responsible for providing and updating the digital content, at least to the extent that this arises from a quality agreement in accordance with paragraph 2 or other product descriptions from the manufacturer or on its behalf, in particular on the internet, in advertising or on the product label.
4. We are not obliged to inspect the goods or make special enquiries about any defects when the contract is concluded. In partial deviation from Section 442 (1) sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of the conclusion of the contract due to gross negligence.
5. Subsequent performance also includes the removal of the defective goods and their reinstallation if the goods have been installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim to reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The Supplier shall bear the costs necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, as well as any dismantling and installation costs, even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request to remedy defects remains unaffected; however, we shall only be liable in this respect if we have recognised, or failed to recognise due to gross negligence, that there was no defect.
6. Without prejudice to our statutory rights and the provisions of Section 6, the following applies: If the Supplier fails to fulfil its obligation to provide subsequent performance – at our discretion either by remedying the defect (rework) or by delivering an item free of defects (replacement) – within a reasonable period set by us, we may remedy the defect ourselves and demand compensation from the Supplier for the necessary expenses incurred or a corresponding advance payment. If the subsequent performance by the Supplier has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline needs to be set; we shall inform the Supplier of such circumstances without delay, if possible in advance.
7. If we can correct the defects by minor reworking (e.g. deburring / cleaning / sorting), we have the right to correct the defect by substitute performance after prior consultation with the Supplier. The Supplier is liable to compensate us for any costs or expenses. These expenses are at least €3/unit. The proof of higher expenses shall remain reserved to us. Any expenses exceeding €10.00/unit for the minor reworking activities performed by us are not to be compensated by the Supplier.
8. Moreover, in the event of a material defect or a defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. Furthermore, we shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.

1. We are entitled without restriction to our legally established claims for expenses and recourse within a supply chain (Supplier recourse according to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u BGB) in addition to claims for defects. In particular, we are entitled to demand from the Supplier exactly the type of subsequent performance (rework or replacement delivery) that we owe to our customer in the individual case; for goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (Section 439 (1) BGB) is not limited by this.
2. Before we recognise or fulfil a claim for defects asserted by our customer (including reimbursement of expenses in accordance with Sections 445a (1), 439 (2), (3), (6) sentence 2, 475 (4) BGB), we will notify the Supplier, briefly explain the circumstances, and request a written statement. If a substantiated statement is not provided within a reasonable period and if no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the Supplier shall be obliged to provide evidence to the contrary.
3. Our claims arising from Supplier recourse shall also apply if the defective goods have been combined with another product or further processed in any other way by us, our customer or a third party, e.g. by assembly, attachment or installation.

1. To the extent that the Supplier is responsible for a product defect, it shall undertake to indemnify us against any claims for damages by third parties provided that the cause is within the scope of control and organization and that the Supplier is itself liable vis-à-vis third parties.
2. Within the scope of its obligation to indemnify, the Supplier shall reimburse all costs pursuant to Sections 683, 670 BGB that are incurred by or in connection with a claim from a third party including a recall action initiated by us. We shall, to the extent possible and reasonable, notify the Supplier of the content and extent of recall measures and give it the opportunity to comment. Additional statutory claims remain unaffected.
3. The Supplier shall take out and maintain product liability insurance with a flat-rate sum insured of at least EUR 10 million per personal injury/property damage claim and provide us with evidence of this.

1. The mutual claims of the contracting parties shall lapse in accordance with the statutory provisions, unless otherwise specified below.
2. Notwithstanding Section 438 (1) no. 3 BGB, the general limitation period for claims for defects is at least 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall begin with acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem for surrender (Section 438 (1) no. 1 BGB) remains unaffected; in addition, claims arising from defects of title shall not lapse under any circumstances as long as the third party can still assert the right against us, in particular in the absence of a limitation period. For goods that we resell to third parties, the warranty period shall end no earlier than two months after the date on which we have fulfilled the claims of the third party, but no later than five years after delivery of the goods to us.
3. The limitation periods of the law governing sales, including the above extension, shall apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (Sections 195, 199 BGB) shall apply, unless the application of the limitation periods of the law governing sales leads to a longer limitation period in individual cases.

1. Should we provide any parts to the Supplier, we reserve ownership of such parts. Processing or transforming by the Supplier is carried out for us. If our reserved goods 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. If the items provided by us are inseparably mixed with other items not belonging to us in the sense of Sections 947, 948 BGB, we shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is done in such a way that the Supplier’s item is to be regarded as the principal item, it is agreed that the Supplier transfers proportional co-ownership to us.
2. The Supplier shall hold the sole ownership or co-ownership for us. The Supplier shall mark the objects in our sole or joint ownership in accordance with the above provisions visibly and permanently with the indication ‘Gebr. Becker GmbH, Wuppertal’. In addition, our General Terms and Conditions for Tools shall apply.
3. We shall acquire sole ownership of tools, moulds, models, etc. that the Supplier produces for us according to our plans or specifications upon completion and payment thereof, but no later than upon commencement of their use for the manufacture of the parts we have ordered. We reserve ownership of any tools provided by us. The Supplier shall visibly and permanently mark the tools owned by us with the indication ‘Property of GBB’.
4. The Supplier shall use the tools solely for the manufacture of the goods ordered by us. The Supplier must insure the tools belonging to us at replacement value and at its own expense against fire and water damage and theft. At the same time, the Supplier hereby assigns to us all claims for compensation under this insurance. We hereby accept the assignment.
5. The Supplier is obliged to carry out any necessary maintenance and servicing on our tools, as well as all upkeep and repair work, at its own expense and in good time. The Supplier shall notify us immediately of any faults; if it culpably fails to do so, claims for damages shall remain unaffected.
6. (The tools must be stored for us for at least 10 years. Even after 10 years, the tools may only be destroyed if our written permission has been obtained in advance. In addition, our General Terms and Conditions for Tools shall apply.
7. Samples, models, drawings, moulds, illustrations, calculations and other documents or tools relating to the goods, which are our property and are located at the Supplier’s premises must be surrendered to us immediately at any time at our request. The Supplier shall be liable for any loss.
8. The Supplier is obliged to maintain the strictest confidentiality in respect to photographs or images, drawings, calculations and other documents and information received. They may only be disclosed to third parties with our express consent. The non-disclosure agreement also applies following conclusion and performance of this agreement, and it shall expire if and insofar as the manufacturing know-how contained in images and photographs, drawings, calculations and other documents received is in the general public domain. In addition, our General Terms and Conditions for Tools shall apply.
9. If the security interests to which we are entitled on the basis of the title reserved by us on parts provided by us exceed by more than 10% the purchase price of all our reserved goods not yet paid for, we shall be obliged, at the Supplier’s request, to release the security interests at our discretion.
10. The transfer of ownership of the goods to us must be unconditional and without regard to payment of the purchase price. However, if in an individual case we accept an offer from the Supplier for transfer of ownership that is conditional on payment of the purchase price, the Supplier’s reservation of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain entitled to resell the goods in the ordinary course of business even before payment of the purchase price, with advance assignment of the resulting receivable (alternatively, application of the simple and extended reservation of title to the resale). In any case, all other forms of retention of title are excluded, in particular the extended or forwarded retention of title and retention of title extended to further processing.

If the Supplier delivers to us repeatedly or on an ongoing basis, it shall guarantee to supply us with spare parts for a further ten years after the production of a product delivered to us has ceased, or to notify us in good time of the discontinuation of production, so that we have the opportunity to make adjustments or place a residual order.

We shall be entitled to withdraw from the contract if, after the contract has been concluded, there is a significant deterioration in the Supplier’s economic circumstances or if, after the contract has been concluded, we become aware that the Supplier is insolvent or over-indebted or at risk of insolvency, files for insolvency or if insolvency proceedings are opened against the Supplier’s assets. The Supplier is obliged to inform us immediately of any significant deterioration in its economic circumstances. In particular, the Supplier is obliged to inform us immediately and before the insolvency application is submitted of any insolvency, impending insolvency or over-indebtedness. If such notification before filing of the insolvency petition is impracticable, the Supplier shall notify us of this immediately after the filing of the insolvency petition.

1. The Supplier shall ensure that the products it delivers meet all relevant requirements for placing products on the market in the international economic area. The Supplier must prove conformity to us upon request by presenting suitable documents. In particular, the Supplier undertakes to comply with the Regulation (EC) No 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation) as amended. The Supplier shall also enable the purchaser to fulfil its obligations under Directive 2011/65/EU (RoHS Directive) and the Ordinance on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (ElektroStoffV), as amended.
2. The Supplier undertakes not to supply any substances, mixtures or products, or products containing substances, that do not fulfil the restriction conditions for the contractually intended use in Annex XVII of the REACH Regulation or are listed in Annex XIV of the REACH Regulation. The Supplier also undertakes not to deliver any products/goods that, based on their respective homogeneous materials, exceed the concentrations listed in Annex II of the RoHS Directive and for which no exemption pursuant to Article 4 in conjunction with Annex III or IV of the RoHS Directive applies.
3. The Supplier is obliged to provide the purchaser with the information to be provided pursuant to Article 33 of the REACH Regulation at the purchaser’s request even before the order is placed, otherwise immediately, at the latest upon delivery of the products/goods.
4. The Supplier is obliged to provide a declaration in which it confirms that the respective homogeneous materials of the contractual products/goods do not exceed the permitted quantity concentrations pursuant to Appendix II of the RoHS Directive and that the conditions of the restriction conditions of column 2 of Appendix XVII of the REACH Directive are not fulfilled.
5. In the event of changes or extensions to the legal bases, in particular the substance restrictions pursuant to Appendix II of the RoHS Directive, the exceptions pursuant to Appendix III and Appendix IV of the RoHS Directive, the ECHA list of candidates, Appendix XIV or Appendix XVII of the REACH Regulation, the Supplier must actively check the products/goods to determine whether the information according to paragraph 3 or the declaration according to paragraph 4 needs to be updated. If this is the case, the Supplier shall provide the purchaser with the updated information and declarations promptly and without being asked.
6. EU Regulation 2017/821 of 17 May 2017 laying down supply chain due diligence obligations for Union importers of tin, tantalum and tungsten, their ores, and gold originating from conflict-affected and high-risk areas (EU Conflict Minerals Regulation) must be complied with. If tin, tantalum, tungsten or gold are used as a material or as an alloy component, the current Conflict Minerals Reporting Template (CMRT) must be completed and sent to us. In particular, the Supplier is obliged to provide proof of compliance with the respective smelter lists with the approved smelters.
7. The Supplier is obliged to comply with country-specific regulations, in particular the laws and regulations for chemicals. Inter alia, the Supplier is obliged to comply with the provisions of the US Toxic Substances Control Act (TSCA) as amended and to list the component substances used in the TSCA directory. The Supplier undertakes not to supply any substances, mixtures or products, or products containing substances that are subject to the restrictions of the TSCA. The Supplier is obliged to inform us and to provide us with the relevant CAS numbers of the materials used. If further information obligations need to be met for the export of our products to other countries, the Supplier is obliged, for its part, to provide the necessary documents to meet the information obligations.
8. The Supplier shall make reasonable efforts to ensure that its subcontractors comply with the obligations incumbent on the Supplier under this section 15.
9. The Supplier shall indemnify us from all recourse claims by third parties in the event that the Supplier violates the above provisions of paragraphs 1 to 8.

The Supplier must comply with the principles and obligations set forth in our Declaration of Principles on Human Rights and in our Supplier Guidelines and must use reasonable efforts to ensure that its subcontractors comply with the obligations incumbent on Suppliers.

1. The law of the Federal Republic of Germany shall apply exclusively, unless otherwise agreed. The application of international private law, in particular the UN Convention on Contracts for the International Sale of Goods, is excluded.
2. The place of performance and place of jurisdiction is our registered office in Wuppertal. We are also entitled to initiate legal proceedings at the Supplier’s general place of jurisdiction. Overriding statutory provisions, in particular those concerning exclusive jurisdiction, shall remain unaffected.

In the event that provisions of these terms and conditions and/or any additional agreements are invalid or become invalid, the effectiveness of other provisions shall remain unaffected.

1. Our quotations are not binding. The contract will only be concluded when we issue a written order confirmation.
   
   
2. The scope of delivery is determined by our written order confirmation. Side agreements and amendments have to be acknowledged by us in writing.

1. The prices are valid ex works Wuppertal / Apolda, exclusive of packaging, carriage, payment of customs duty, customs duties, dues, postage and insurance. The actual statutory VAT has to be added to the prices.
   
   
2. The purchaser is entitled to withhold payments and to set-off with counterclaims only inasmuch as his counterclaims are uncontested or have become res judicata.
   
   
3. Bills of exchange and cheques are only accepted on account of performance.

1. The delivery time is a result of agreements between the contractual parties. Their adherence require the clarification of all commercial and technical questions between the contractual partners, as well as the timely and proper fulfilment of the purchaser’s cooperation duties.
   
   
2. The adherence of delivery dates is subject to our suppliers’ correct and punctual delivery to us.
   
   
3. In case of events which we are not accountable for, and which also include strikes and lockouts, the delivery dates will be rescheduled accordingly, as far as such events provably and significantly affect the manufacturing and delivery of the goods. The same applies if the event occurs while already being delayed.
   
   
4. The delivery dates are ex works.
   
   
5. If the supplier is delayed due to reasons which he is accountable for, the purchaser can claim for compensation of the damage caused by the delay. In case of minor negligence by the supplier, this entitlement is limited to 5 % of the value of that part of the total delivery which due to the delay cannot be used in time or as contractually agreed.
   
   
6. If the delayed supplier is granted a reasonable period of time for fulfilment by the purchaser – considering the statutory exceptions – and the supplier does not meet the deadline, the purchaser is entitled to withdraw from the contract and/or claim for compensation pursuant to the statutory provisions. There is no need to set a deadline in case the whole performance becomes definitely impossible for the supplier before the transfer of risk. The purchaser is also entitled to withdraw from the contract if one part of the fulfilment of an order becomes impossible, and if he has a justified interest to refuse also the still possible partial delivery. If this is not the case the purchaser has to pay the contractual price that accounts for the partial delivery. The supplier’s liability is limited to the contractually typical and reasonably predictable damage. In case of any intentional breaches of contract this limitation of liability does not apply.
   
   
7. If the inability occurs during the default of acceptance, and the supplier is not accountable for this in terms of intention/gross negligence, or the purchaser is solely or mainly responsible for these circumstances, he remains obliged to counter-performance.

1. In any case, the risk passes to the purchaser on dispatch of the goods at the latest, also in the event of partial deliveries.
   
   
2. If the dispatch is being delayed due to circumstances the purchaser is accountable for, the risk passes to the purchaser as soon as the supplier is ready for dispatch. However, on request and behalf of the purchaser and at his cost, we are obliged to effect the insurances he demands.

1. We reserve ownership of the merchandise until all outstanding debts resulting from the business relationship with the purchaser are being paid. The purchaser is not allowed to pawn the merchandise or pledge it as security. He has to inform us immediately in case of seizure or attachment or other disposition by any third party.
   
   
2. If the purchaser breaches the contract, especially if he delays payment, the supplier is entitled to retrieve the merchandise after a reminder and the purchaser is obliged to return it. The assertion of title retention or the pledge of the merchandise by the supplier are not deemed a withdrawal from the contract.
   
   
3. The purchaser is obliged to take good care of the goods. In particular he is obliged to insure them sufficiently at his own cost and at original value against damage caused by fire, water and theft. If maintenance and inspection services are required, the purchaser has to get these done in time at his own cost.
   
   
4. If the purchaser combines any goods supplied by us with other parts to one single object, it is deemed to be agreed that the purchaser transfers proportional ownership to us according to § 947 paragraph 1 German Civil Code and that he keeps the object for us in custody.
   
   
5. All claims of the purchaser arising from reselling the goods subject to retention of title will be assigned to us in final amount of the invoice (including value-added tax) of our claim. The purchaser remains authorised to collect the assigned claims. Our right to collect the claims ourselves remains unaffected. However, we bind ourselves not to collect any claims as long as the purchaser meets his payments from the received proceeds without delay, and especially when there is no application for opening of insolvency proceedings or cessation of payment. If this is the case, we may demand from the purchaser to inform us about the assigned claims and their debitors, to give us all the information needed for collection, to deliver the corresponding documents and to inform the debitors (third parties) about the assignment.

1. The purchaser is obliged to check the delivered goods for apparent defects which are easily noticeable to an average customer. Apparent defects have to be reported to the supplier in writing within 10 days after delivery of the goods. Defects which become apparent at a later date have to be reported by the purchaser to the supplier in writing within 10 days after discovery.
   
   
2. The warrantee does not apply for any damage which results from any of the following causes:
   Unsuitable or improper use, faulty assembly or incorrect putting into operation by the purchaser or third parties, normal wear and tear, incorrect or neglectful handling, unsuitable operating material, substitute material, deficient construction works, unsuitable building ground, chemical, electro chemical or electrical influences unless they result from our own fault.
   
   
3. If the merchandise shows a defect which the supplier is accountable for, the purchaser has the right to claim for a subsequent fulfilment of the contract free of charge. At the supplier’s discretion the subsequent fulfilment will be effected either by rectification or replacement with faultless merchandise.
   
   
4. If the defect cannot be remedied within a reasonable period of time, or if the subsequent fulfilment has to be regarded as failed due to other reasons, the purchaser has the choice to either claim for a reduction of the purchase price or he can withdraw from the contract. A subsequent fulfilment of the contract may be regarded as failed only if the supplier was given a reasonable chance of rectification or replacement delivery without achieving the requested success.
   
   
5. The supplier excludes any other liability for breaches of duty due to minor negligence, as far as these do not affect contractually essential duties, damage to life, body or health, warranties or entitlements based on product liability law. The same applies for breaches of duty by other persons employed in performing the obligation.
   
   
6. The level of our duty of replacement is limited to the contractually typical and reasonably predictable damage. This limitation of liability is not valid if the damage was caused through our own or our executive staff’s serious fault.

The duration of the warrantee period is 12 months, calculated from the transfer of risk. This time is a period of limitation and – unless there are mandatory statutory provisions – it is valid for all claims based on the defectiveness of the merchandise or the faultiness of the performance.

1. The contract will be adjusted adequately in case of events beyond the supplier’s control according to paragraph III of these terms and conditions, provided the events change significantly the commercial relevance or the scope of performance or if they have a considerable impact on our operations, furthermore in case the performance subsequently turns out to be impossible. If this is commercially untenable we are entitled to withdraw from the contract as a whole or in part.
   
   
2. Such a withdrawal does not entitle the purchaser to claim for compensation. If we want to exercise our right of withdrawal, we are obliged to notify the purchaser immediately after realisation of the occurrence, even if an extension of the delivery time was originally agreed with the purchaser.

Place of fulfilment for all mutual obligations arising from the delivery transaction, and place of jurisdiction for all disputes related to the delivery transaction and to the process deciding claims arising out of a cheque or a bill of exchange is exclusively Wuppertal. All contracts including foreign business transactions are governed by German law.