Purchasing Conditions

(1) Our Terms and Conditions of Purchase are exclusively valid; we do not acknowledge contradictory supplier terms and conditions or those at variance from our purchasing conditions unless we expressly agree to the validity of these conditions in writing. Our Terms and Conditions of Purchase are also applicable even if we unreservedly accept delivery from the Supplier whilst aware that the Supplier's terms and conditions vary from our Terms and Conditions of Purchase. 

(2) All agreements reached between us and the Supplier for the purpose of executing this contract are to be recorded in writing in this contract. 

(3) Our Terms and Conditions of Purchase are only applicable to entrepreneurs within the meaning of § 310 paragraph 1 German Civil Code (BGB). 

(4) Our Terms and Conditions of Purchase are also applicable for all future business with the Supplier. 

(1) Our order is legally binding for both contracting parties providing it has been issued on our order sheet. If the Supplier has not confirmed our order in writing within 10 days of receipt of our order, then we reserve the right to withdraw the order. 

(2) We retain all rights of ownership and copyright to all diagrams, drawings, calculations and other documentation; they may not be made accessible to third parties without our express permission in writing. They are only to be used for manufacture on the basis of our order; after processing the order they are to be voluntarily returned to us. They are to be kept secret from third parties; in this respect the provisions of § 8 paragraph (5) are applicable. 

(1) The price stated in the order is binding. 

(2) We reserve the right to determine the method, mode and means of transport and type of packaging. Provoding not otherwise agreed, deliveries are to be made free on lorry. For all trade terms, the INCOTERMS are applicable in the version valid at the time of concluding the contract. Returning packaging requires a separate agreement. 

(3) The Supplier undertakes to assert the turnover tax due on the performance as input tax both at home and abroad in his own name within the framework of the respective national tax regulations. This regulation also applies to incidental expenses such as board and lodgings. SAT Electronic GmbH only acknowledges net amounts on invoices. 

(4) We can only process invoices if they are provided in duplicate and the copy is clearly identified as such, and they are sent to us through the post as specified in our order and stating our order number. In particular, invoices must not be enclosed with the goods. The Supplier is responsible for all consequences of not complying with this obligation unless he can prove that he is not responsible for this. 

(5) Payment will be made, unless otherwise agreed, on the 25th of the month following delivery. We will decide on the method of payment. 

(6) We are entitled to rights to offset and rights of retention within the limits of statutory regulations. 

(7) The Supplier's accounts receivables from us resulting from our orders may not be assigned to third parties. 

(1) The delivery time specified in the order is binding. 

(2) The implementation, scope and scheduling of the delivery must comply with our order and/or our delivery scheduling and must be carried out on time. The values determined by us during the receipt of goods inspection are authoritative for numbers of units, measures and weights. We are not obliged to accept partial and additional deliveries that have not been agreed.
(3) The Supplier undertakes to inform us immediately in writing if circumstances occur or he becomes aware of such circumstances that will result in the agreed delivery time not being complied with.

(4) If the agreed delivery dates are not met, then the Supplier must compensate us for damages incurred as a result of the delay within the provisions of statute. In the event of repeated missed deadlines, we are entitled to withdraw from the contract. The same applies in the event of suspension of payment and in the event of applying for or opening of composition or insolvency proceedings or of implementing settlement proceedings out of court.

(5) Natural catastrophes, riots, official measures, transport disruptions, strikes, lockouts and other operational disturbances in our area or that of our supplier businesses which lead to suspension or limitation of our production or prevent us from transporting ordered goods release us from our obligation to accept delivery for their duration and extent, providing we can not prevent these disruptions or their prevention is not possible with measures which could reasonably be expected. Supplier claims for counter-performance and for damages are ruled out in these cases. In the event of transport being prevented, the Supplier must store the goods for us at his expense and risk until we acquire the goods or they are acquired on our behalf.

(6) The dispatch of goods is to be carried out using delivery notes printed by the Supplier. The delivery notes are to be filled in completely; any instructions given by us in writing must be complied with. For every consignment, a delivery note is to be issued and, unless otherwise agreed, an invoice is to be issued for every delivery note. 

(1) The Supplier accepts the obligation to exclusively supply such goods which have been subjected to a final inspection confirming their material and drawing design meeting industrial standards.
(2) We are entitled to the legal right to claim damages for any defects without deductions; in every case we are entitled to demand from the Supplier remedy of the defects or delivery of new goods as we see fit. The right to damages, in particular to damages instead of performance, is expressly reserved.
(3) To register notice of defects, we are not bound by any time limits either regarding manifest or hidden defects. Hidden defects give us the right to demand replacement for material used in vain and salaries paid.
(4) In urgent cases we are entitled to remedy the defects or have them remedied at the expense of the Supplier or, if that is not possible, have a delivery made by a sub-contractor at the expense of the Supplier.
(5) Goods not delivered in accordance with the contract will be returned at the expense and risk of the Supplier. Goods returned remain our property until a replacement consignment is received or until compensation for their equivalent value has been received. If the deliveries are repeatedly not carried out according to the contract, then we are entitled to withdraw from the contract.
(6) The period of limitation is 36 months, calculated from the passage of risk, providing the mandatory provisions of §§ 478, 479 German Civil Code (BGB) are not applicable. 

§ 6 Product liability – Release – Third party liability insurance cover

(1) Where the Supplier is responsible for damage to the product, he is obliged to release us from claims for damages by third parties at our initial request and inasmuch as the cause is in his area of control or organisation and as he is liable in relation to third parties.
(2) The Supplier undertakes to take out product liability insurance with an appropriate amount of cover for the duration of this contract, i.e. until expiry of the respective defect limitation period. 
 

§ 7 Industrial property rights

(1) The Supplier will ensure that in connection with and due to the delivery, no rights of third parties are violated at home or abroad through his delivery.
(2) If a claim is raised against us by a third party in such matter, then the Supplier undertakes to release us from these claims in response to the first written request; we are not entitled to come to any agreements with the third party, in particular to reach a settlement, without agreement from the Supplier.
(3) The indemnity of the Supplier covers all expenditure which necessarily arises to us from or in connection with the claim made by a third party, providing the Supplier does not prove that he is not responsible for breach of duty on which the violation of industrial property rights is based.
(4) The period of limitation for these rights is 36 months, starting at the passage of risk.
(5) The Supplier passing on the order or parts of the order to third parties requires our prior consent in writing. If the delivery and performance are to be provided by third parties, then this may only be invoiced by the Supplier.

§ 8 Retention of title – Provision of material – Tools – Nondisclosure

(1) Production materials, such as models, samples, dies, tools, gauges, drawings and similar which we have made available to the Supplier or which have been produced by the Supplier according to our information, may not be sold, pledged or otherwise passed on to or used for third parties without our permission. The same applies to objects produced with the aid of this manufacturing equipment. They may only be supplied to us providing we have not agreed to other use of them in writing.
(2) After processing our orders, manufacturing equipment provided by us or produced on our account must be returned to us without specific request.
(3) Objects which we have developed or enhanced in cooperation with the Supplier may only be supplied to us.

§ 9 Company logos and trademarks

(1) Our company logos and trademarks as well as part numbers are to be applied to goods ordered by us if this is specified in our drawing or if we have issued corresponding instructions. Items marked in this way may only be supplied to us.
(2) Goods returned by us with our company logo and trade mark on them must be destroyed.

§ 10 Place of jurisdiction – Place of performance

(1) Providing the Supplier is a merchant, our place of business is the place of jurisdiction; yet we also have the right to bring an action against the Supplier in the court of his place of domicile.
(2) Provided that nothing else ensues from the order, our place of business is the place of performance.



Version 1.1, dated Jan 24, 2011