Conditions for purchasing of the Ringler GmbH

Conditions for purchasing of the Ringler GmbH

I. General information

The following conditions are an integral part of all contracts concluded between us and a Supplier. This applies even if we do not explicitly make reference to them in later contracts. The General Terms and Conditions of the Supplier do not apply to us even if we have not expressly contradicted them. The acceptance of contractual items does not imply acceptance of the Supplier's General Terms and Conditions.


II. Orders and order confirmation

1. Only orders placed in writing or by telex are binding. Order standards and drawings specified by us on a case-by-case basis, including tolerance specifications, are binding. Upon acceptance of the order, the Supplier acknowledges that it has informed itself of the type of implementation and the scope of service through inspection of the available plans. We shall accept no liability for any obvious errors, spelling mistakes or miscalculations in the order itself or in the documents, drawings and plans submitted by us. The Supplier shall undertake to inform us of any such mistakes, so that our order can be corrected and replaced. This also applies to missing documents or drawings.

2. We shall be bound by orders only if they are confirmed in writing by the Supplier within 14 days of receipt, with specification of a binding delivery date, unless otherwise agreed on a case-by-case basis.

3. Deviations in quantity and quality compared to the text and content of our order, and later contractual changes, shall only be deemed to have been agreed if we have explicitly confirmed them in writing. Their impact, in particular with regard to additional or reduced costs, must be regulated by mutual agreement.

4. Drawings, tools, samples, models, brands and layouts or similar, as well as finished products and semi-finished products, which are released by us or are produced on our behalf, shall remain our property and may only be supplied to third parties with our explicit, written consent. Unless otherwise agreed on a case-by-case basis, these must be returned to us, immediately and unsolicited, upon completion of the order. Products produced or labelled with such production means, brands and layouts must only be supplied to third parties with our explicit, written consent.


III. Goods and services

1. The agreed delivery periods and deadlines are binding. They run from the date of order placement. The goods must be received at our specified place of receipt within the delivery period or on the delivery deadline. The Supplier shall undertake to provide compensation for damage caused by delay. In addition, we shall be entitled to withdraw from the contract and/or to demand compensation after having fixed a deadline to no avail. If delays are to be expected, the Supplier must notify us of this immediately and ask for our decision regarding the validity of the remaining contract. Unconditional acceptance of a delayed delivery/service does not imply a waiver of any claims for compensation owing to us due to delayed delivery/service.

2. Partial deliveries are generally impermissible unless we have expressly agreed to them.

3. Before expiry of the delivery deadline, we have no obligation to accept.

4. If delivery is not possible, we shall be entitled to demand compensation or to assert our other warranty rights.


IV. Shipment

1. Our shipping instructions must be observed. The Supplier shall bear any costs incurred due to non-compliance with our shipping instructions. The same applies to additional costs if an express delivery is required due to reasons for which the Supplier is responsible. We shall only acknowledge additional transport insurance if agreed with us in writing in advance.

2. The delivery shall be made free of charge, at the cost of the Supplier, to the place of receipt specified by us. If we are required to pay for shipping in an exceptional case, the Supplier must choose the shipping type specified by us or else the shipping and delivery type which is most cost-effective for us.

3. The risk shall transfer to us only upon acceptance at our place of receipt.

4. The packaging is included in the price. If otherwise agreed in an exceptional case, the packaging must be charged at the cost price. The Supplier must choose the packaging specified by us and must ensure that the goods are packaged in such a way that they are protected against damage. For return shipment, at least two-thirds of the calculated value must be credited.


V. Quality, acceptance and notification of defects

1. For its deliveries, the Supplier shall undertake to comply with the technical data required by us, the respective applicable accident prevention and VDE regulations, the applicable legal provisions and the most recently recognised rules of technology.

2. The Supplier must carry out an appropriate quality check to guarantee the quality of its deliveries, according to type and scope.

3. For dimensions, quantities and quality, the values determined during our goods receipt inspection and quality inspection shall be decisive.

4. The Supplier shall waive any plea for late notification of defects and unconditional acceptance.


VI. Pricing and payment

1. The agreed prices are understood to be inclusive of packaging, shipping and other expenses.

2. Where prices are agreed by weight, the net weight calculated by us shall apply.

3. We shall pay within 30 days, with a 2% discount off the gross invoice amount, or net within 60 days. If the goods are received after the invoice is received, the payment period shall begin on the date of goods receipt. The payment methods remains at our discretion. Cash on delivery cannot be claimed.

4. If an advance payment is made, we shall be entitled to demand a bank guarantee.

5. Claims against us can only be assigned with our written consent.


VII. Liability for defects / Reimbursement of expenses / Notice period / Insurance

1. If the delivery item is faulty, our claims shall be based on the legal provisions, unless otherwise agreed in the provisions below. If there is a risk to operating safety, a risk of unusually high damages or a risk to the maintenance of our ability to deliver to our customers, we shall be entitled to make any subsequent improvements ourselves or have them carried out by third parties, after notifying the Supplier. The costs incurred shall be borne by the Supplier. The Supplier shall be liable for all damage and expenses incurred by us, directly or indirectly, due to material defect. Expenses for a goods receipt inspection that exceeds the usual scope shall also be liable for compensation, provided at least part of the delivery was identified as defective. This also applies to a partial or complete review of the deliveries received in the further course of business by us or our customers. If the Supplier commissions third parties with the service provision, it shall be liable for these and for vicarious agents.

2. The Supplier shall also reimburse the expenses of our customers or ourselves, which are incurred in advance of or in connection with liability for defects, to the extent that such costs have been incurred for the purpose of early damage prevention, control or reduction (e.g. recall campaigns).

3. The Supplier shall reimburse expenses that we are legally obligated to pay to our customers and which are attributable to defects in the delivery obtained from it.

4. Unless otherwise prescribed by law, the Supplier shall be liable for defects that occur within 36 months of receipt of the delivery by us or within 36 months of acceptance (if such is determined legally or contractually). In the case of rectification, the period shall be extended by the amount of time during which the delivery item cannot be used in accordance with the contract. The same periods shall apply to rectification. The limitation period for claims due to defects shall enter into force at the earliest two months after the end customer's claims have been fulfilled. This expiry suspension shall end at the latest 5 years after delivery to us.

5. The Supplier shall undertake, for the duration of the delivery relationship, to maintain insurance protection appropriate to the risks of this Section VII. Evidence must be provided at our request.


VIII. Industrial property rights

The Supplier shall be liable for ensuring that its delivery and the use thereof do not violate any patents or other industrial property rights of third parties. The Supplier shall exempt us and our customers from any claims arising from the use of such industrial property rights. This shall not apply if the Supplier has produced the supplied goods in accordance with drawings or models supplied by us, or equivalent other descriptions or regulations and does not know or, in connection with the products produced by it, cannot know that industrial property rights have been violated.


IX. Force majeure

War, civil war, export restrictions or trade restrictions due to a change in political relationships as well as strikes, lockout, malfunctions, operating restrictions, and other similar events that render contractual fulfilment impossible or unreasonable shall be considered as force majeure and, for their duration, shall exempt us from the obligation of timely acceptance. The contractual partners shall undertake to notify each other of this and to adapt their obligations to the changed conditions in good faith.


X. Supplier declarations

1. An essential component of the contracts which will come into existence in accordance with these purchasing conditions is the obligation to submit supplier declarations in accordance with Regulation EEC 3351/83. If long-term supplier declarations are used, changes to the originating status must be reported to us unsolicited with the respective order confirmation.

2. If the supplier declarations are not deemed to be sufficiently conclusive or should they be inaccurate and we are therefore, or for other reasons, obligated by the customs authorities to submit an information sheet INF4, the Supplier shall be obligated, on request, to provide us immediately with fault-free, complete and customs-confirmed information sheets INF4 regarding the origin of the goods.

3. Should we or our customers be subsequently charged by a customs authority on account of any inaccurate declarations of origin that we issued ourselves, or if we or our customers suffer any other financial disadvantage as a result of this and if the fault is due to an inaccurate declaration of origin by the Supplier, the Supplier shall be held liable.


XI. Safeguarding / Ownership

Any material we supply remains our property. As such, it must be stored separately and used only for our orders. The Supplier shall be liable for depreciation or loss even in the absence of fault. The items produced with the material supplied by us are our property pro rata in the respective production status. The Supplier shall safeguard these items for us; the costs for safeguarding of the items and materials safeguarded for us shall be included in the purchase price.


XII. Business secrets

The Supplier shall undertake to handle our orders and all associated commercial and technical details as business secrets.


XIII. Final provisions

1. Verbal supplementary agreements shall be valid only when made in writing.

2. The transfer of rights and obligations of the Supplier from the contract completed with us shall be effective only with our written consent.

3. Should one of the provisions be or become invalid, this shall not affect the remaining provisions.

4. The place of performance shall be the delivery or implementation location specified by us. For payments, this shall be Bodelshausen.

5. For all disputes arising from the contractual relationship, if the Supplier is a merchant, a legal person under public law or a public law special asset, suits should be filed at the District Court of Tübingen or at the County Court of Stuttgart. We shall also be entitled to sue the Supplier at its registered place of business.

6. German law alone shall apply, with the exception of laws regarding the international sale of movable goods.