1. Orders
1.1 Our conditions of purchase apply exclusively. We do not accept contradictory conditions or conditions deviating from our conditions of purchase imposed by the supplier unless we have expressly agreed to their validity in written form
1.2 An order is legally binding for both parties if it has been issued by us in written form and if we are in possession of a written confirmation of the supplier. We reserve the right to cancel the order if the order confirmation is not received by us within ten days after the date of the order.
1.3 Amendments and additions to our orders and auxiliary agreements of any kind require written confirmation from our Purchase Department to become effective.

2. Prices
2.1 The prices stated on our orders are fixed prices excluding value-added tax and include free delivery including packaging, unless expressly agreed otherwise. We will conclude the transport insurance.
2.2 If the prices have not yet been agreed upon at the time of order placement, the supplier will submit the missing data for approval without delay. The contract will not be valid until we confirm the prices stated in the quotation in written form.

3. Delivery
3.1 The supplier exactly abides to the order in all points in his delivery. Any deviation from technical specifications in particular, require our written consent before dispatch. The weights, dimensions and number of items ascertained by our receiving department are decisive for invoicing.
3.2 The supplier is fully liable for the delivery of the ordered goods as well as for any necessary sub-contractors and services, even if the supplier is not at fault (full assumption of purchasing risk by the supplier).
3.3 In the event of a failure to meet our delivery dates, the supplier shall pay compensation of 0.5% of the agreed order value for the loss caused by delay per full week of the delay, but no more than 5 % of the order value, without the requirement for a loss to be demonstrated in the individual case. The supplier has the right to demonstrate to us that no loss or only a negligible loss has arisen as a consequence of failure to meet the delivery deadline. We reserve all rights to further legal claims.
3.4 The supplier is obliged to notify us in written form without undue delay if circumstances arise or become clear to him the consequences of which are that it will not be possible to meet the agreed delivery time or the agreed delivery date. If the supplier does not meet this obligation, a penalty amounting to 0.5 % of the order value, but at least 100 Euros and no more than 5 % of the order value, is considered to be agreed.

4. Shipping
4.1 Every shipment shall be accompanied by a delivery note stating at least the scope of the delivery, the material designation and our order number. Empty containers not specifically identified on the delivery note become our property at no charge. 
4.2 An advice of dispatch shall be sent in duplicate to the appropriate department in the company no later than on the date of dispatch.

5. Acceptance
5.1 Strikes, lockouts, transport problems, natural catastrophies, government actions and other production stoppages in our sector that lead to a restriction or a cessation of production or prevent us from transporting the ordered goods release us from our purchase commitment for the duration of their effect where we are not able to avert the disruption or averting it is not possible at reasonable cost. Claims by the supplier for consideration or compensation are excluded in these cases. If there is a delay in dispatch for the reasons listed above, the supplier shall store the goods properly at his own risk until they are acquired by us or on our behalf.

6. Billing and payment
6.1 Payment shall be made 14 days after receipt of invoice with a 3% discount or 60 days net after receipt of invoice. 
6.2 Where a premature delivery is accepted, the agreed deadline shall be considered the date of delivery.
6.3 The supplier is not authorised to assign our debts with him nor to have them collected by third parties without our consent. 

7. Production resources
7.1 We reserve ownership of models, patterns, tools, gauges, drawings and similar ("production resources") that we have provided to the supplier or which the supplier prepares or has prepared on our behalf in accordance with our specifications. Processing or remodelling by the supplier is done on our behalf. If the reserved-title goods are processed with other objects that are not our property, we acquire joint ownership of the new article in the ratio of the value of our article to the other objects being processed at the time of processing.
7.2 The supplier is obliged to use the production resources exclusively for the manufacturing of the goods ordered by us. The production resources and the objects manufactured with the assistance of our production resources may not be made available to third parties and shall be sent to us on conclusion of our cooperation without separate prompting, unless we have not agreed to a different use of them in written form. The supplier undertakes to insure the production resources belonging to us for their replacement value against fire, water damage and theft at his own expense. He undertakes to carry out any necessary servicing and maintenance work at his own cost in good time. He shall notify us of any malfunctions immediately; our claim for compensations remain unaffected if he culpably fails to do this.

8. Warranty
8.1 The supplier guarantees that the goods comply with our specifications and other requirements such as standards and other documents and he has inspected them in this regard before dispatch. In any event, the goods shall meet the generally accepted technical standards and industrial health and safety and accident prevention regulations, such as they are defined in EN standards, DIN standards, VDE specifications and other recognised technical specifications. The supplier furthermore guarantees that the goods supplied are free from SVHC (substances of very high concern) as defined in EU Regulation No. 1907/2006 (REACH), unless the supplier has informed us of the type and quantity of the SVHC contained before dispatch. Corresponding certificates of conformity and CE certification/CE label (if necessary) are enclosed with the consignment. For cross-border shipments of goods, the supplier is obliged to provide a manufacturer's declaration/certificate of origin without request.
8.2 We are obliged to inspect the delivery within a reasonable period of time. A complaint is considered to have been made in good time if it is submitted to the supplier within seven working days, calculated from the acceptance of the goods or from discovery of the defect in the event of concealed defects. 
8.3 In urgent cases, or if the supplier does not meet a warranty obligation within the legally prescribed period, we are permitted to replace or repair defective parts and to have resulting losses corrected at the supplier's expense or to make a covering purchase at the supplier's expense.
8.4 If the order includes the production of castings, the supplier shall check the compliance of model and drawing and the casting feasibility and provide a guarantee of this before casting. Retrospective complaints of faulty design are excluded.
8.5 Furthermore, the supplier provides a guarantee of his delivery in accordance with statutory regulations.
8.6 Where the supplier is responsible for product damage, he undertakes to indemnify us against claims for compensation by third parties on first demand to the extent that the cause resides in his area of control and organisation. In this context the supplier also undertakes to reimburse any expenditure in compliance with sections 683, 670 of the German Civil Code arising from or in relation with a recall campaign caused by the supplier, to the extent that the claim does not follow from sections 830, 840 of the German Civil Code in conjunction with sections 426, 254 of the German Civil Code. We will inform the supplier of the content and scope of the recall actions to be applied, where possible and reasonable, and give him the opportunity to comment on this.

9. General orders
9.1 We are only obliged to accept a delivery in respect of both time and scope that we have called down the goods in writing.

10. Third party intellectual property rights
10.1 The supplier is liable for ensuring that no third party patents or other IP rights are infringed through his supply and our use neither here nor abroad.
10.2 Should a claim be made against us by a third party for infringement of IP rights, the supplier is obliged to indemnify us against the claim on first written demand. This indemnity bond relates to all expenditures that necessarily arise from or in relation to the claim enforced by the third party.

11. Data protection
11.1 The supplier agrees that we register company and personal data in connection with our handling of our business transactions.

12. Place of performance - place of jurisdiction
12.1 Unless otherwise expressly agreed, our registered address is the place of performance.
12.2 The place of jurisdiction for all disputes arising from our orders is the court responsible for Hockenheim. We are, however, authorised also to appeal to the courts responsible for the supplier's registered address.
12.3 The only applicable law is the law of the Federal Republic of Germany, excluding the United Nations Convention on the International Sale of Goods (CISG).

13. Severability clause
13.1. Should any provisions of these contractual terms be or become invalid, the validity of the remaining provisions remains unaffected. Should a partial clause become invalid, the validity of the remainder of the clause remains unaffected if it can be separated from the partial clause in respect of content, is otherwise inherently comprehensible and results in a provision in the total context of the contract that remains meaningful.

Delivery addresses:

Sägen-Mehring GmbH, Headquarter
2. Industriestr. 10
DE - 68766 Hockenheim, Germany

Sägen-Mehring GmbH, Grinding shop
Duttweiler Str. 15
DE - 68766 Hockenheim, Germany

As at: 01/2014