Terms and Conditions of Purchase of va-Q-tec AG

1. Area of application

1.1 In so far as no agreements to the contrary were expressly concluded, these General Terms and Conditions of Purchase apply for all your goods delivered to us and services rendered to us.

1.2 The supplier's General Terms and Conditions of Business which conflict with our Terms and Conditions of Business only apply in so far as we have given our express consent thereto.

1.3 With the acceptance of our purchase order but not later than the delivery of the goods we ordered, the supplier recognises our Conditions; the supplier's differing or supplementary conditions do not constitute a part of the contract.


2. Offer

2.1 In his offer the supplier must adhere strictly to the enquiry. If the supplier has a solution in his product range which is technically or financially superior to the enquiry, this must also be offered to us. The supplier must explicitly draw attention to all deviations from the enquiry.

2.2 Offers are binding, free of charge and give rise to no obligations on our part.

2.3 We reserve all property rights and copyright to all our drawings, calculations, images and all other documents. In no circumstances may they be made accessible to third parties without our express written consent; they must also only be used for manufacturing by reason of our order.


3. Order

3.1 Orders are only binding if given in writing. Verbal, on-line or telephone orders are not binding and require written confirmation. Additions and amendments to our orders as well as collateral agreements must also be made in writing to be valid.

3.2 Every order amendment must be immediately confirmed in writing by the supplier. The purchaser is bound by orders for two weeks unless the purchaser cancels the order before the supplier's order confirmation is received at the purchaser's premises. Purchase orders become binding if the supplier fails to object within one week after receipt of the order. The purchaser is also entitled to cancel a purchase order without penalty if the purchaser has not received a written confirmation of the order within a period of two weeks.


4. Delivery dates and periods

4.1 Agreed delivery dates and periods are binding. If delays are expected or have occurred, the purchaser must be informed of these in writing without delay.

4.2 If the supplier fails to deliver the goods or to perform the services within a grace period set by the purchaser, the purchaser is entitled to refuse acceptance without giving warning, to withdraw from the contract or to require compensation for reason of non-performance. The purchaser is entitled to withdraw from the contract even if the supplier is not responsible for the delay. The purchaser is also entitled to invoice the supplier for additional costs which have arisen from the delayed delivery.

4.3 Up to the time of the final payment, in accordance with §341 of the German Civil Code (Bürgerliches Gesetzbuch) the purchaser also reserves the right to impose a contractual penalty for reason of improper performance.


5. Invoices and payments

5.1 Payment will be made as agreed on a case by case basis. If early deliveries are accepted, the due date of payment will be determined by the agreed delivery date.

5.2 If the delivery is defective, the purchaser is entitled to withhold payment pro rata to the value until proper performance is completed.

5.3 With specific reference to §354a of the German Commercial Code (Handelsgesetzbuch), the supplier is not entitled to assign his receivables due from the purchaser, to cause them to be collected by third parties or to pledge them without the prior written consent of the purchaser. In the case of extended reservation of title, consent is deemed to have been given.


6. Notification of defects

6.1 The purchaser must notify the supplier of defects in the delivery as soon as they are identified in the normal course of business. In this respect the supplier waives the defence of delayed notification of defects.

6.2 If the defect which was notified is not rectified by the supplier within a reasonable grace period set by the purchaser, the purchaser, at his own option, is entitled either to withdraw from the contract or reduce the payment and, in addition, to demand compensation.

6.3 Defective deliveries must be replaced by defect-free deliveries immediately after notification. If this is not done, we are entitled to assert the rights set out in Clause 6.2.


7. Confidentiality

7.1 The contractual partners undertake to treat all the commercial and technical details which are not in the pubic domain and which come to their knowledge through this business relationship as business secrets.

7.2 Samples, drawings, models and all similar items may not be passed to unauthorised third parties or made accessible in any other way to such parties and are intended only for the purposes of the relevant contract between the supplier and the purchaser. Sub-contractors must also be placed under a corresponding obligation.

7.3 The contractual partners may only use this business relationship for promotional purposes with the prior written consent of the other party.


8. Liability

8.1 The seller must make the goods available to us in a condition which is free from material defects and defects of title. The seller will, in particular, guarantee that the goods he supplies and the services he performs comply with the contractually agreed properties and standards as well as the Health and Safety and other requirements.

8.2 If the goods contain a material defect, we are entitled to the legal rights, at our option. We may require from the seller reimbursement of the expenditure which we have to bear vis-à-vis our customer if the defect was already in existence at the time risk passed to us. In accordance with § 439 , Paragraph 2 of the German Civil Code, the costs of locating the defect and sorting costs are included in the costs of subsequent performance to be reimbursed by the supplier.


9. Final provisions

9.1 These Terms and Conditions are governed solely by the law of the Federal Republic of Germany. The place of performance for the delivery is the delivery address we specify. The sole place of jurisdiction is our registered office.

9.2 All agreements including collateral agreements concluded between ourselves and the supplier must be made in writing to be valid. Any amendment to this clause requiring written form is also only possible in writing.

If a provision of these Terms and Conditions of Purchase should be or become invalid or unenforceable, this does not affect the Terms and Conditions of Purchase in other respects.