General Terms and Conditions

1. Subject Matter and Application

1.1 These Terms & Conditions of Purchase (hereinafter referred to as the Terms) govern all purchases of goods and services (hereinafter referred to as the Product) from the Seller by RHEINMAGNET Horst Baermann GmbH (Rheinmagnet) unless agreed otherwise in writing between RHEINMAGNET and the Seller.

1.2 The Terms will complement any contracts between RHEINMAGNET and the Seller concerning the purchase of goods. In the event of any conflict between the Terms and individual agreements or contracts entered into in a given case, the provisions of the latter will prevail over the corresponding provisions of the Terms. Any such agreements or contracts must be made in writing or be confirmed by RHEINMAGNET to be valid.

1.3 Terms and conditions of the Seller will apply only if consistent with the Terms or if and insofar as RHEINMAGNET has expressly consented to application of such terms and conditions in writing.

1.4 The Terms will apply even if RHEINMAGNET accepts or pays for the Product without objection despite knowledge of the existence of general terms and conditions of the Seller that conflict with or differ from these Terms. Any implied consent to general terms and conditions of the Seller is hereby expressly excluded.

2. Orders

2.1 Unless agreed otherwise between RHEINMAGNET and the Seller, orders will be subject to the following conditions:

2.2 Quotations and cost estimates of the Seller will be binding and provided for no consideration and free of charge to RHEINMAGNET.

2.3 RHEINMAGNET will initiate an ERP system order that identifies the Product and specifies the quality, quantity, desired delivery date, price and conditions.

2.4 The Seller must confirm the order and the conditions specified therein in writing (letter, fax or e-mail) within 5 working days following receipt. Confirmation of acceptance received after that time will be considered a new quotation and require express confirmation of acceptance by RHEINMAGNET.

2.5 In the case of call-off contracts, call-off orders will be binding if the Seller fails to object within two working days of receipt.

3. Shipping Conditions and Time
3.1 Any deviations from orders will require the prior written consent of RHEINMAGNET.

3.2 Unless agreed otherwise in writing, all goods and services will be shipped “freight prepaid”(Delivered Duty Paid (DDP) pursuant to Incoterms 2010), including packing, to the destination (Destination) agreed or specified in the order. Unless agreed otherwise, the place of Destination will also be the place of performance. The Seller will bear the risk of loss or damage until the Product is accepted at the Destination by RHEINMAGNET or one of its authorized agents.

3.3 The desired date of delivery specified in orders for goods and services will become binding upon receipt of confirmation (Date of Delivery). The Seller will without delay inform RHEINMAGNET in writing in the event that circumstances occur or become obvious to the Seller that indicate that compliance with the Date of Delivery will not be possible. Receipt of the Product by RHEINMAGNET at the Destination will be determinative for the purposes of compliance with the Date of Delivery.

3.4 RHEINMAGNET will assume ownership of the Product unconditionally and regardless of payment of the purchase price.

3.5 If RHEINMAGNET should, however, in a given case accept an offer from the Seller that calls for transfer of ownership upon payment of the purchase price, the Seller’s ownership rights in the Product will expire at the very latest upon payment of the purchase price.

3.6 In the event of retention of title by the Seller in a given case, RHEINMAGNET may nevertheless also process and/or resell the Product in the normal course of its business prior to payment of the purchase price.

3.7 In the event of failure to make delivery or delay by the Seller, the rights of RHEINMAGNET – in particular as regards rescission and damages – will be governed by the provisions of law unless agreed otherwise.

3.8 The Seller will not make partial shipment without the express written consent of RHEINMAGNET.

3.9 Quantities, weights and dimensions ascertained by RHEINMAGNET upon inspection of incoming goods will apply in the absence of other documentation.

4. Invoices
Unless agreed otherwise, the Seller will issue RHEINMAGNET a written invoice together with all documents and data upon completion of delivery. The invoice must be sent to

RHEINMAGNET Horst Baermann GmbH
Ohlenhohnstrasse 23
53819 Neunkirchen-Seelscheid, Germany

Invoices must also include at least the following information:
(i) complete name, address and tax or value-added tax identification number of the Seller;
(ii) date of issuance;
(iii) invoice no.;
(iv) nature and quantity or scope of the Product;
(v) time of delivery or performance (month is sufficient);
(vi) price broken down according to applicable tax rates and exemptions and the corresponding amounts of taxes;
(vii) deductions made in advance such as rebates, discounts for prompt payment, bonuses, etc.;
(viii) applicable tax rate or corresponding indication in the case of exemption.

5. Conditions of Payment
Unless agreed otherwise, RHEINMAGNET will deduct 2% for prompt payment and make payment within 14 days following receipt of the invoice or delivery of the Product, whichever occurs later. Alternatively, it will make payment in full within 30 days following receipt of the invoice or delivery of the Product, whichever occurs later. Payment will be contingent upon verification of the accuracy and completeness of the invoice. Receipt of the corresponding transfer order by RHEINMAGNET’s bank by the due date will constitute timely payment.

6. Warranty/Claims Arising From Defects and Recourse

6.1 Unless agreed otherwise, RHEINMAGNET may enforce any rights provided by law in the event of claims arising from defects.

6.2 The Seller is in agreement with inspection of the goods by RHEINMAGNET only on a random basis. RHEINMAGNET’s duty to inspect goods will otherwise be limited to detection of defects apparent upon inspection of incoming goods and shipping documents or quality controls on a random basis (e.g., shipping damage, incorrect goods and shortages). This will not affect RHEINMAGNET’s duty to notify the Seller of defects discovered thereafter. Notification by RHEINMAGNET (notification of defect) will in any case be considered to have been made without delay and in a timely manner insofar as the Seller receives notification within 10 working days of receipt of the goods by RHEINMAGNET.

6.3 Claims arising from defects in an item that has been used in a structure in keeping with common practice and resulted in a defect in the latter will become time-barred after five years and otherwise after three years. The limitation period for claims arising from defects commences upon receipt of the Product by RHEINMAGNET (passage of risk).

6.4 In the case of defects of title, the Seller will also hold RHEINMAGNET harmless from any claims for damages brought by third parties. The limitation period for defects of title will be three years if the defect does not consist of a right in rem of a third party that prevents the return of the Product or any other right that is entered in a land register. The provisions of section 438(1) no. 1 of the Civil Code (Bürgerliches Gesetzbuch – BGB) will remain in effect.

6.5 The Seller will bear any additional costs incurred by RHEINMAGNET arising from the delivery of a defective Product and in particular any costs incurred through inspection or transport.

6.6 The Seller warrants that the Products shipped by the Seller do not infringe any proprietary rights of third parties in countries of the European Union or any other countries in which the Seller produces the Products or has them produced.

6.7 The Seller will hold RHEINMAGNET harmless from any claims brought against RHEINMAGNET by third parties due to any infringement of proprietary rights pursuant to paragraph 6.6 above and reimburse RHEINMAGNET for any expenses incurred in connection with such claims. This will not apply where the Seller can prove that it was neither responsible for the infringement nor should it have recognized it if it had exercised sound business judgment at the time of delivery.

In the event that goods produced and/or sold by RHEINMAGNET must be taken back or the purchase price reduced or any claims of any nature whatsoever are brought against RHEINMAGNET due to any defect in a Product shipped by the Seller, RHEINMAGNET may claim damages for losses incurred due to the defect in the Product delivered by the Seller. This will apply in particular as regards costs of transport, travel, labor and materials incurred in connection with corrective measures. The provisions of § 478 and § 479 of the Civil Code concerning the purchase of consumer goods will remain in effect.

7. Product Liability and Recalls

In the event that any claim is brought against RHEINMAGNET on the basis of product liability, the Seller agrees to hold RHEINMAGNET harmless from any such claims if and to the extent the loss or damage is caused by a defect in a Product shipped by the Seller and not caused by the design of the product into which the Product shipped by the Seller was integrated or as a result of instructions given by RHEINMAGNET. The Seller will in such cases assume all costs and expenses, including the costs of any legal action or recall. The provisions of law will otherwise apply accordingly.

8. Free-Issue Materials
Free-issue materials, parts, containers and special packing (Free-Issue Materials) made available to the Seller by RHEINMAGNET for production purposes will remain the property of RHEINMAGNET. Free-issue materials are intended exclusively for use in connection with the Product and must be returned to RHEINMAGNET upon completion of the contract. Free-issue materials must also be – insofar as not consumed or used for production purposes – stored separately at the expense of the Seller and properly protected against loss or damage. Such materials may be used only for the purposes for which they are intended. In the event of improper use, RHEINMAGNET reserves the right to claim damages. Free-issue materials will be processed, combined or connected (conversion) with other materials for RHEINMAGNET by the Seller so that RHEINMAGNET is considered the manufacturer and upon conversion of such free-issue materials acquires joint ownership rights in the new product as prescribed by law corresponding to that share of the value of the free-issue materials incorporated into the new product, which the Seller will hold in possession for RHEINMAGNET.

9. Force Majeure
9.1 Force majeure, labor disputes, disruption of operation beyond its control, civil disorder, regulatory measures and other unavoidable events will release RHEINMAGNET and the Seller from their contractual duties for the duration of the disruption and insofar as they are affected by such disruption. Each of the Parties will without delay provide the respective other Party with all necessary information regarding the nature, scope and duration of disruptions and adapt their contractual duties accordingly in good faith.

9.2 In the event that the Seller is released from performance pursuant to paragraph 9.1, RHEINMAGNET may cancel the contract if RHEINMAGNET no longer has an economic interest in the Product due to a delay of more than two weeks.

9.3 Further legal and contractual claims will remain unaffected.

10. Termination and Rescission

10.1 RHEINMAGNET may rescind these Terms for cause without a cure period and cancel orders placed under these Terms in the event that special circumstances justify immediate rescission after weighing the interests of the two Parties. This will be the case in particular
(i) if the Seller suspends payments or becomes unable to pay its debts;
(ii) if the Seller initiates insolvency proceedings in respect of its assets or a creditor files a petition for insolvency;
(iii) if the Seller is responsible for a not insignificant violation of any of the provisions contained in paragraphs 11.1 through 11.3; or
(iv) if the Seller violates the Principles of Social Responsibility contained in Appendix 2 and is responsible for such violation.

10.2 RHEINMAGNET may also exercise any other contractual and/or legal rights of rescission.

11. Records and Confidentiality

11.1 Business-related or technical information made available by RHEINMAGNET – including information that can be derived from any products, documents or software made available as well as other knowledge or experience – (Confidential Information) may not be disclosed to other parties as long as and to the extent that it is not already known to the public and may be made accessible within the operation of the Seller only to such persons as must be involved for the purposes of serving RHEINMAGNET. The latter must also be bound to confidentiality. Confidential Information will remain the exclusive property of RHEINMAGNET. Confidential Information may not be reproduced or used for purposes other than serving RHEINMAGNET without the prior written consent of RHEINMAGNET. All Confidential Information (including any copies or recordings) and property lent to the Seller will be returned to RHEINMAGNET at its request. In the event that this is not possible, such information and property must be destroyed and RHEINMAGNET provided with proof of such destruction. Electronic records must be deleted. RHEINMAGNET is the rightful owner of rights in the confidential information and will retain all rights in such confidential information (including copyrights, rights to usage, exploitation and related rights as well as the right to register intellectual property as well as patents and utility models).

11.2 Goods produced on the basis of designs of RHEINMAGNET embodied in drawings, models and similar or on the basis of Confidential Information from RHEINMAGNET or with tools from RHEINMAGNET or copies of such tools may not be used by the Seller or be offered or made available to third parties without the explicit written consent of RHEINMAGNET. This will also apply accordingly to orders for printed materials placed by RHEINMAGNET. The Seller agrees to refrain from enforcement of any rights against RHEINMAGNET or third parties on the basis of information made available or registration of intellectual property.

11.3 The Seller will require that subcontractors comply with the provisions contained in paragraphs 11.1 and 11.2 of these Terms.

11.4 The provisions contained in paragraphs 11.1 through 11.3 of these Terms will remain in effect for an indefinite period and survive this contract. In the event of any violation of the above-mentioned provisions on the part of the Seller, the Seller will be liable for damages.

12. General Provisions

12.1 In the event that any provision of this contract should be or become void, invalid, or unenforceable, this will not affect the validity of the contract and its other provisions. Any void, invalid or unenforceable provision will be replaced by an appropriate provision that most closely approximates the economic intent of the previous provision contemplated by the Parties in terms of form, content, time and sphere of application within the limits of the legally permissible. The same will apply accordingly to any omission in the contract.

12.2 Any legally relevant statements and notices to be made to RHEINMAGNET by the Seller after execution of the contract (e.g., notification of a cure period, default notice, etc.) must be made in writing.

12.3 Any legal disputes arising from this contract or as regards its execution and validity (including actions brought in connection with bills and checks) will be submitted to the courts of Cologne if the Seller is a businessman, a public law corporation or public special fund. RHEINMAGNET may also at its sole discretion seek recourse against the Seller before the courts of the Seller’s registered place of business or that of its branch location or before the courts of the place of performance.

12.4 The legal relationship between RHEINMAGNET and the Seller is governed by the laws of the Federal Republic of Germany to the exclusion of uniform private international law and the U.N. Convention on the International Sale of Goods in particular.

12.5 The German Version of these Terms and Conditions of Purchase will prevail in the case of any conflicts.

12.6 Pursuant to § 33 of the Federal Data Protection Act, hereby notifies the Seller that the Seller’s data will be stored on the basis of the Federal Data Protection Act (Bundesdatenschutzgesetz ).


RHEINMAGNET Horst Baermann GmbH 06/2015