1.1 All deliveries, services and offers of our suppliers shall be governed exclusively by these General Terms and Conditions of Purchase. These Terms shall form an integral part of all contracts concluded by us (TeraTron GmbH) with our suppliers for the supply of goods or services. They shall also apply to all future transactions with the Supplier, even if not expressly agreed again.
1.2 Any terms and conditions of the Supplier or of third parties shall not apply, even if we do not expressly object to their applicability in individual cases. Any reference by us to correspondence containing, or referring to, such terms and conditions shall not be deemed as acceptance of their validity.
2. Orders and Contracts
2.1 Unless our offers expressly provide for a binding period, we shall be bound by such offers for a period of one week from the date of the offer. Receipt of the declaration of acceptance by us shall be decisive for determining whether acceptance was made in due time.
2.2 We are entitled to change the time and place of delivery as well as the type of packaging at any time by providing written notice at least 10 calendar days prior to the agreed delivery date. The same applies to changes in product specifications, provided that these can be implemented within the scope of the Supplierโs normal production process without significant additional effort, in which case the notice period specified in the preceding sentence shall be at least 6 weeks. We will reimburse the Supplier for any proven and reasonable additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided with reasonable effort within the Supplierโs normal production and business operations, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the additional costs or delivery delays it expects based on a careful assessment in a timely manner prior to the delivery date, but no later than 10 business days after receipt of our notice pursuant to this section, sentence 1.
2.3 We are entitled to withdraw from the contract at any time by written notice stating the reason if, in the course of our business operations, we can no longer use the ordered productsโor can do so only at considerable expenseโdue to circumstances arising after the conclusion of the contract for which the supplier is responsible (such as failure to comply with legal requirements) or if the supplierโs financial circumstances deteriorate after the conclusion of the contract to such an extent that delivery in accordance with the contract cannot be expected.
3. Prices, Payment Terms, Billing Information
3.1 The price stated in the order is binding.
3.2 Unless otherwise agreed in writing, the price includes delivery and transportation to the shipping address specified in the contract, including packaging.
3.3 If, under the terms of the agreement, the price does not include packaging and the fee for the packagingโwhich is not merely provided on loanโis not expressly specified, it shall be charged at the documented cost price. At our request, the supplier must take back the packaging at its own expense.
3.4 Unless otherwise agreed, we will pay the purchase price within 14 days with a 2% discount or within 30 days net, starting from the date of delivery of the goods and receipt of the invoice. For the purposes of determining whether payments owed by us are made on time, it is sufficient for our bank to receive our transfer order.
3.5 All order confirmations, shipping documents, and invoices must include our order number, the item number, the quantity to be delivered, and the shipping address. If one or more of these details are missing and this causes a delay in our processing of the order within the scope of our normal business operations, the payment terms specified in Section 3.4 shall be extended by the duration of the delay.
3.6 In the event of late payment, we shall be liable for late payment interest at a rate of five percentage points above the base rate pursuant to Section 247 of the German Civil Code (BGB).
4. Delivery Time and Delivery, Transfer of Risk
4.1 The delivery time (delivery date or period) specified by us in the order or otherwise applicable under these General Terms and Conditions of Purchase is binding. Early deliveries are not permitted.
4.2 The supplier is obligated to notify us immediately in writing if circumstances arise or become apparent that would prevent the delivery deadline from being met.
4.3 If the date by which delivery must be effected can be determined from the contract, the Supplier shall be in default upon expiry of such date without the need for any reminder or notice from us.
4.4 In the event of delay in delivery, we shall be entitled to the full extent of our statutory rights; however, we may only exercise a right of withdrawal or claim damages in lieu of performance after the unsuccessful expiry of a reasonable grace period set by us.
4.5 In the event of delay in delivery, we shall be entitled, after prior written notice to the Supplier, to claim a contractual penalty of 0.5% of the respective order value for each commenced week of delay, up to a maximum of 5% of the respective order value. Any contractual penalty paid shall be credited against any damages for delay to be compensated by the Supplier.
4.6 The Supplier shall not be entitled to make partial deliveries without our prior written consent.
4.7 The risk shall pass to us only upon delivery of the goods to us at the agreed place of destination, even if shipment has been agreed.
4.8 We, TeraTron GmbH, are SVS/RVS waiver customers (prohibition customers) within the meaning of forwarding insurance. Accordingly, we waive any additional insurance coverage for the goods during transport and storage under transport and forwarding insurance and prohibit any freight forwarder commissioned by us from arranging or concluding such additional insurance coverage for the goods in our name.
5. Retention of Title
5.1 We reserve ownership and/or copyright to all purchase orders, orders, as well as to all drawings, illustrations, calculations, descriptions and other documents provided to the Supplier. The Supplier shall not make such documents available to third parties, nor use or reproduce them itself or through third parties, without our express prior consent. Upon our request, the Supplier shall return all such documents to us in full if they are no longer required in the ordinary course of business or if negotiations do not result in the conclusion of a contract. In such cases, any copies made by the Supplier shall be destroyed, except for those retained in accordance with statutory retention obligations or stored for backup purposes as part of standard data backup procedures.
5.2 Tools and models provided by us to the Supplier or manufactured for contractual purposes and separately invoiced to us by the Supplier shall remain our property or shall become our property. The Supplier shall identify them as our property, store them with due care, insure them against damage of any kind to an appropriate extent, and use them solely for the purposes of the contract. Unless otherwise agreed, the costs of maintenance and repair shall be borne equally by the contracting parties. However, insofar as such costs are attributable to defects in items manufactured by the Supplier or to improper use by the Supplier, its employees or other agents, such costs shall be borne exclusively by the Supplier. The Supplier shall notify us without undue delay of any damage to such tools and models that is not merely insignificant. Upon request, the Supplier shall be obliged to return them to us in proper condition if they are no longer required for the performance of the contracts concluded with us.
5.3 Any retention of title by the Supplier shall apply only to the extent that it relates to our payment obligation for the respective products to which the Supplier retains title. In particular, any extended or prolonged retention of title shall be excluded.
6. Warranty Claims
6.1 In the event of defects, we shall be entitled to the full extent of our statutory rights. Notwithstanding the foregoing, the warranty period shall be 30 months.
6.2 Any deviations in quality or quantity shall be deemed notified in due time if we notify the Supplier within 10 working days from receipt of the goods. Hidden defects shall be deemed notified in due time if the notification is made to the Supplier within 10 working days after their discovery.
6.3 Acceptance of the goods or approval of submitted samples or specimens shall not constitute a waiver of any warranty claims.
6.4 Upon receipt of our written notice of defects by the Supplier, the limitation period for warranty claims shall be suspended until the Supplier rejects our claims, declares the defect remedied, or otherwise refuses to continue negotiations regarding our claims. In the event of replacement delivery or rectification of defects, the warranty period for replaced or repaired parts shall commence anew, unless, based on the Supplierโs conduct, we had to assume that the Supplier did not consider itself obliged to take such measures but carried out the replacement delivery or rectification solely as a gesture of goodwill or for similar reasons.
7. Product Liability
7.1 The Supplier shall be liable for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by the Supplier and shall indemnify and hold us harmless from any resulting liability. If we are required to carry out a recall action vis-ร -vis third parties due to a defect in a product supplied by the Supplier, the Supplier shall bear all costs associated with such recall.
7.2 The Supplier shall, at its own expense, maintain product liability insurance with a minimum coverage amount of EUR 5,000,000.00, which, unless otherwise agreed in individual cases, need not cover recall risks or punitive or similar damages. Upon request, the Supplier shall at any time provide us with a copy of the liability insurance policy.
8. Intellectual Property Rights
8.1 The Supplier shall, in accordance with Section 8.2, ensure that no intellectual property rights of third parties in member states of the European Union or in other countries in which the Supplier manufactures or has the products manufactured are infringed by products supplied by the Supplier.
8.2 The Supplier shall indemnify and hold us harmless from all claims asserted by third parties against us due to the infringement of intellectual property rights referred to in Section 8.1 and shall reimburse us for all necessary expenses incurred in connection with such claims. This shall not apply if the Supplier proves that it is neither responsible for the infringement nor could have been aware of it at the time of delivery when exercising due commercial diligence.
8.3 Our further statutory claims arising from defects in title of the products supplied to us shall remain unaffected.
9. Spare Parts
9.1 The Supplier shall be obliged to maintain the availability of spare parts for the products supplied to us for a period of at least five years from the date of delivery.
9.2 If the Supplier intends to discontinue the production of spare parts for the products supplied to us, it shall inform us without undue delay after making such decision. Such decision must โ subject to Section
9.3 be made at least 12 months prior to the discontinuation of production.
10. Confidentiality
10.1 The Supplier shall be obliged to keep confidential, for a period of three years after conclusion of the contract, the terms of the order as well as all information and documents provided to it for this purpose (with the exception of information in the public domain), and to use them solely for the execution of the order. Upon completion of inquiries or fulfillment of orders, the Supplier shall, at our request, promptly return such information and documents to us.
10.2 Without our prior written consent, the Supplier shall not refer to the business relationship in advertising materials, brochures, or similar publications, nor exhibit any products manufactured for us.
10.3 The Supplier shall ensure that its subcontractors are bound by the obligations set out in this Section 10.
11. Assignment
The Supplier shall not be entitled to assign its claims arising from the contractual relationship to third parties. This shall not apply to monetary claims.
12. Compliance with Laws
12.1 The Supplier shall comply with all applicable statutory provisions relevant to it in connection with the contractual relationship. This shall include, in particular, anti-corruption and anti-money laundering laws, as well as competition law, labor law and environmental protection regulations.
12.2 The Supplier shall ensure that the products supplied by it comply with all applicable requirements for placing on the market in the European Union and the European Economic Area. Upon request, the Supplier shall provide us with appropriate documentation evidencing such compliance.
12.3 The Supplier shall use reasonable efforts to ensure that its subcontractors comply with the obligations applicable to the Supplier under this Section 12.
12.4 The Supplier warrants that it complies with the requirements of the EU chemicals regulation (REACH) in its respective valid version and that the substances have been duly registered. Upon request, the Supplier shall provide written evidence of such compliance. If the delivered products contain substances listed on the โCandidate List of Substances of Very High Concernโ (SVHC list) pursuant to REACH, the Supplier shall be obliged to inform us without undue delay. This shall also apply to ongoing deliveries if substances not previously listed are subsequently added to the list.
The Supplier undertakes to provide the relevant IMDS data (International Material Data System) for the materials and products supplied. Furthermore, the Supplier shall ensure that no conflict minerals within the meaning of EU Regulation (EU) 2017/821 are used, or that appropriate measures are taken to ensure that such substances are not used within the supply chain. If the supplied products contain PFAS chemicals (per- and polyfluoroalkyl substances), this shall be expressly disclosed, and the corresponding CAS numbers of the PFAS substances contained shall be provided.
Furthermore, the Supplier shall indemnify and hold us harmless from any liability arising in connection with non-compliance with the aforementioned regulations and shall compensate us for all damages resulting from any breach of such provisions.
13. Place of Performance and Jurisdiction
13.1 The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising out of the contractual relationship shall be the registered office of TeraTron GmbH.
13.2 The contracts concluded between us and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Last updated: May 25, 2022
