General Terms and Conditions of purchase

of Pantera Communications GmbH & Co. KG

  1. General – Scope
    1. Our General Terms and Conditions of Purchase apply exclusively; general business terms and conditions of the supplier conflicting with or deviating from our Terms and Conditions of Purchase are only recognized insofar as we expressly agreed to them in writing. Our General Terms and Conditions of Purchase shall also apply exclusively if we accept delivery of the supplier despite our knowledge of differing or contrary terms.
    2. All (special) agreements reached between ourselves and the supplier with regard to the execution of a contract shall be in writing.
  2. Offer – Offer documents
    1. The Supplier shall be obliged to accept our order within a period of two weeks.
    2. We reserve title and copyright to all documents belonging to the offer or order, such as images, drawings, calculations and other documents; it is not allowed to provide them to third parties without express written consent. Such documentation shall be used exclusively for the purpose of effecting our order; on completion of the order it shall be returned to us without our having to make a request. They must be kept confidential to third parties to the extent that the provision from § 9 item (4) applies as a supplement.
  3. Prices – Terms of payment
    1. The price stated in the order shall be binding. In the absence of any written agreement to the contrary, the price shall be free of charge to address of buyer, including packaging.
    2. The statutory VAT is included in the price.
    3. We can only process invoices if according to the particulars given in our order these show the order number stated therein; for any and all consequences arising due to non-compliance with this duty the supplier is responsible, unless it furnishes proof that it is not responsible for this.
    4. Unless otherwise agreed in writing, we shall make payments within 30 days upon receipt of invoice.
    5. We shall have off-set and retention rights vis-à-vis the supplier to the extent allowed under the law.
  4. Delivery period, withdrawal
    1. The delivery period stated in the order shall be binding.
    2. The supplier undertakes to inform us without delay in writing as soon as circumstances occur or as soon as circumstances become recognizable that would result in it not being possible to uphold the stipulated delivery period.
    3. In the event of delay in delivery for five working days or more we shall be entitled to withdraw from the contract immediately by giving a note in written (sufficient according to the provisions of clause 126 b) German Civil Act “BGB”) in case of having informed the Supplier about the importance of the delivery time (sufficient in the order) before concluding the contract. For the rest statutory claims shall remain unaffected in particular , we shall be entitled to claim damages in lieu of performance In the event that we make a claim for damages, the supplier shall be entitled to prove to us that he is not responsible.
  5. Transfer of risk – Documentation
    1. Unless otherwise agreed in writing, the delivery is to be made free of charge to our address.
    2. The supplier undertakes to meticulously quote our order number on all shipping documents and delivery notes; we are not to be held responsible for processing delays if the supplier fails to comply with this obligation.
  6. Defects investigation – Liability for defects
    1. We shall inspect the goods for any deviations in quality and quantity; any notification of defects shall be deemed in time within five calendar days from delivery inasfar as it is received within a time-limit of 5 working days, calculated as from receipt of the goods or in the case of hidden defects as from time of determination.
    2. We shall be entitled to the statutory defect claims without restriction; in any case we shall be entitled to ask the supplier for repair of the defect or for delivery of new goods as we so choose. The right to claim damages, in particular for damages instead of performance, remains explicitly reserved.
    3. We shall have the right to rectify the defects ourselves at supplier’s costs in urgent cases or to avert danger or major damage.
    4. Statutory period of limitation shall be 36 months from the day of transfer of risks.
  7. Product liability – Indemnity
    1. If the supplier is responsible for a product loss, he shall be obliged to exempt us from third-party claims for damages at the first request, insofar as the cause of the loss is located within his sphere of control and organization and insofar as he is liable in the external relationship.
    2. Within the scope of his liability for claims in terms of a) the Supplier is also obligated in accordance with Sections 683, 670 BGB (German Civil Code) as well as §§ 830, 840, 426 BGB (German Civil Code) to reimburse any expenses which may arise from or in connection with a product recall which the Purchaser may conduct. We will inform the supplier with respect to content and extent of the implemented revocation measures within the framework of the provided possibilities and give the supplier the opportunity to comment. Other statutory rights shall remain unaffected.
  8. Property rights, counterfeits
    1. The supplier shall be responsible for ensuring that no third-party rights are violated in connection with the supplier’s delivery or performance within the Federal Republic of Germany. Should we find that the supplier has sold us stolen or counterfeit goods, this shall be promptly reported to the public authorities.
    2. If claims are asserted against us by a third party due to such infringement, the supplier shall be obliged to indemnify us from these claims upon first request; we are not entitled to conclude any agreements with the third party – in particular to make a compromise – without the consent of the supplier.
    3. Supplier’s indemnification covers all expenses necessarily incurred by us as a result of or in connection with such third-party claims.
    4. Statutory period of limitation shall be 10 years from the day the contract is concluded.
  9. Retention of ownership – Provision of materials – Obligation to maintain secrecy
    1. Insofar as we provide parts to the supplier, we shall retain ownership to said parts Any processing or changes made by the supplier shall be made on our behalf. If the goods subject to our retention of title are processed with other objects not belonging to us, then we shall acquire co-ownership of the new item in proportion to the ratio of the value our item (purchase price plus value-added tax) to the other processed objects at the time of processing.
    2. If the goods subject to our retention of title are irreversibly mixed with other objects not belonging to us, then we shall acquire co-ownership of the new mixed item in proportion to the ratio of the value our item (purchase price plus value-added tax) to the other processed objects at the time of mixing. Should the items be mixed together in such a way that another item is considered to be the main object, it is agreed that the supplier grants us proportional joint property rights, and keeps the sole or joint property rights in his custody for us.
    3. The supplier undertakes to maintain strict secrecy with regard to all order documents, diagrams, drawings, calculations and other documentation and information that he has received. They may only be disclosed to third parties with our explicit consent. The obligation to maintain confidentiality also applies after the execution of this contract; it becomes invalid if and when the manufacturing knowledge shown in the transferred diagrams, drawings and calculations and other documents has become common knowledge.
    4. To the extent our collateral rights as defined in a) and/or b) exceed the purchase price of all our conditional goods not yet paid by more than 10%, we are, upon request by the supplier, obligated to release the collateral rights at our discretion.
  10. Jurisdiction – Place of performance – Choice of law
    1. Insofar as the supplier is a merchant, our registered office is the place of jurisdiction; however, we are entitled to bring action against the supplier also at the court of his place of residencen.
    2. Unless otherwise stated in the order, our registered office shall be the place of performance.
    3. These General Terms and Conditions of Purchase and the entire legal relationship between us and the supplier shall be governed by the laws of the Federal Republic of Germany. The application of the UN convention shall explicitly be excluded.