Purchasing and Manufacturing Conditions

This translation is provided for information only. The German version is legally binding. Deutsche Fassung

1.Offers

Offers shall be submitted free of charge and without obligation on our part.

2.Placing of orders

Our conditions set out alongside apply to all orders. Conditions of the Supplier that conflict with our purchasing conditions shall only apply if we have expressly confirmed them in writing. Only orders placed in writing are binding on us. Verbal agreements require our subsequent written confirmation. In addition to favourable pricing, we expect appropriate manufacturing capacities to be taken into account.

3.Price

Unless otherwise agreed, prices for deliveries are understood carriage paid to the place of use, including packaging. Packaging will only be returned if this has been specifically agreed. Where prices per kilogram have been agreed, the weight determined by the railway authorities or by us shall be decisive for invoicing.

4.Order confirmation

Every order shall be confirmed by the Supplier with a legally binding signature without delay after receipt of our order, and at the latest within one week. If this deadline is exceeded, we shall be entitled to revoke the order.

5.Terms of payment

Payment shall be made 14 days after invoicing with a 3% cash discount, or after 30 days with a 2% cash discount, or 90 days after invoicing net, in cash, by cheque, own acceptance or customer bill of exchange. Complaints about the delivery entitle us to withhold payments due. The assignment of the Supplier's claims against us is excluded.

6.Delivery

If the promised delivery time is not met owing to a circumstance for which the Supplier is responsible, we shall be entitled, without prejudice to further additional claims, at our option to withdraw from the order, to claim damages for non-performance or to obtain replacement from a third party.

As soon as the Supplier becomes aware of circumstances that may result in a delay in delivery, we must be notified of this immediately. If consignments have to be delivered by express owing to the fault of the Supplier, the additional costs incurred as a result shall be borne by the Supplier.

The contractor shall reimburse us for all costs arising from late deliveries or services. Acceptance of the late delivery or service shall not constitute a waiver of claims for compensation.

Prior to the conclusion of the annual order, the following conditions shall apply:

7.Shipment

A delivery note must be enclosed with every consignment without fail. Transport insurance will be taken out by us unless otherwise agreed.

8.Production documents and tooling

The production documents provided to the Supplier are entrusted to it as our property exclusively for the purpose of executing our orders. They shall be returned upon completion of the work. The Supplier is not entitled to use them, directly or indirectly, as a basis for services to third parties; likewise, the Supplier is prohibited from fulfilling any requests from third parties for the supply of our parts, and such requests shall be referred to us. If, for the purpose of fulfilling the order, the Supplier wishes to produce a redrawing based on our production documents, it is permitted to do so only on condition that the redrawing bears the clear note: Caution: modified drawing (Achtung Änderung der Zeichnung).

The production documents or redrawings may only be passed on to third parties, whether in the original or by way of reproduction, insofar as this is necessary for the performance of the contract. If our production documents provided to the Supplier are exploited without authorisation by the Supplier or by third parties, the Supplier shall pay us, subject to the assertion of higher claims for damages, a contractual penalty in the amount of the selling price of the items manufactured on the basis of the documents. The Supplier shall pass on the above obligations in identical terms when placing orders with its sub-suppliers. The Supplier shall be jointly and severally liable with its sub-suppliers for infringements of our rights by such sub-suppliers.

Furthermore, we shall be entitled to withdraw from all our orders and to hold the Supplier liable for all damage arising therefrom if the Supplier or its sub-suppliers infringe our interests through the unauthorised replication and distribution of our parts.

The Supplier shall be liable for damage to and loss of the tools, dies and fixtures made available to it.

We shall have a further claim for damages for non-performance if the Supplier has acted with gross negligence in fulfilling its obligations or if the Supplier itself can be held liable for compensation on account of a defective delivery by its upstream supplier.