General Purchasing Conditions

(1) All deliveries, services, and offers from our suppliers are made exclusively on the basis of these General Purchasing Terms and Conditions as well as our Supplier Code of Conduct (available at www.f-tronic.de/de/coc). These General Purchasing Terms and Conditions and our Supplier Code of Conduct form part of all contracts we conclude with our suppliers regarding the deliveries or services they offer. They also apply to all future deliveries, services, or offers to the client, even if they are not explicitly agreed again. These Terms and Conditions apply only if the seller is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law.

(2) These Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods (“goods”), regardless of whether the seller manufactures the goods themselves or purchases them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the version valid at the time of the buyer’s order or, in any case, the version last communicated in text form shall apply as a framework agreement for future similar contracts without the need to refer to them again in each individual case.

(3) Individual agreements made in specific cases with the seller (including ancillary agreements, amendments, and modifications) shall in all cases take precedence over these General Purchasing Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(4) Legally relevant declarations and notifications by the seller relating to the contract (e.g. setting deadlines, reminders, withdrawal) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, particularly in case of doubts regarding the authority of the declarant, remain unaffected.

(5) The seller’s general terms and conditions or those of third parties shall not apply, even if we do not expressly object to their validity in individual cases. Even if we refer to a letter containing the seller’s or a third party’s terms and conditions, this does not imply consent to their applicability.

(1) Unless our offers expressly include a binding period, we are bound by them for one week from the date of the offer. The timely acceptance is determined by the receipt of the declaration of acceptance by us.

(2) We are entitled to change the time and place of delivery as well as the type of packaging at any time by written notice with at least 14 calendar days’ notice before the agreed delivery date. The same applies to changes in product specifications, provided they can be implemented within the supplier’s normal production process without significant additional effort, whereby in such cases the notice period is at least 7 calendar days. We will reimburse the supplier for proven and reasonable additional costs arising from such changes. If such changes result in delivery delays that cannot be avoided within normal production and business operations, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of expected additional costs or delays within 3 working days of receiving our notification.

(3) We are entitled to withdraw from the contract at any time by written declaration stating the reason if (a) we can no longer use the ordered products in our business operations due to circumstances occurring after conclusion of the contract for which the supplier is responsible, or (b) the supplier’s financial situation deteriorates after contract conclusion to such an extent that proper delivery cannot be expected. In such cases, we shall compensate the supplier for any partial performance rendered.

(1) The price stated in the order is binding. No prior agreement is required for price adjustments in our favor.

(2) Unless otherwise agreed in writing, the price includes all services and ancillary services of the seller (e.g. assembly, installation) as well as all ancillary costs, e.g. proper packaging, transport costs including any transport and liability insurance.

(3) To the extent that, under the agreed terms, the price does not include packaging and no separate remuneration for packaging (other than packaging provided on a loan basis) has been expressly agreed, such packaging shall be invoiced at demonstrable cost price. Upon our request, the Supplier shall take back the packaging at its own expense.

(4) Unless otherwise agreed, we shall pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with a 3% cash discount, or within 30 days net. For the timeliness of payments owed by us, the receipt of our payment instruction by our bank shall be sufficient.

(5) All order confirmations, delivery documents, and invoices must state our order number, article number, delivery quantity, and delivery address. If one or more of these details are missing and this results in a delay in processing in the ordinary course of business, the payment periods specified in paragraph (4) shall be extended by the duration of the delay.

(6) We shall not owe any default interest. In the event of payment default, we shall owe interest at five percentage points above the base interest rate pursuant to Section 247 of the German Civil Code (BGB).

(7) We shall be entitled to set-off and retention rights as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold payments as long as we are entitled to claims arising from incomplete or defective performance by the Seller.

(8) The seller is only entitled to set-off or retention rights based on legally established or undisputed counterclaims.

(1) The delivery time specified in the order or otherwise applicable under these General Terms and Conditions of Purchase (delivery date or delivery period) shall be binding. Early deliveries are not permitted.

(2) The Supplier shall notify us in writing without undue delay if circumstances arise or become apparent indicating that the agreed delivery time cannot be met.

(3) If the contract specifies a calendar date by which delivery must at the latest be effected, the Supplier shall be in default upon expiry of that date without any reminder being required from us.

(4) In the event of a delay in delivery, we shall be entitled to all statutory rights without limitation, including the right to withdraw from the contract and the right to claim damages in lieu of performance after the unsuccessful expiry of a reasonable grace period.

(5) In the event of delayed delivery, we shall be entitled, after prior written notice to the Supplier, to demand a contractual penalty of 0.5% of the respective net order value for each commenced week of delay, up to a maximum of 5%. The contractual penalty shall be credited against any damages for delay payable by the Supplier. We reserve the right to prove that higher damages have been incurred. The Seller shall reserve the right to prove that no damage or only significantly lower damage has been incurred.

(1) The Seller shall not be entitled to have the performance owed by it rendered by third parties (e.g., subcontractors) without our prior written consent. Unless otherwise agreed in an individual case (e.g., limitation to available stock), the Seller shall bear the procurement risk for its performance.

(2) Delivery within Germany shall be made DDP ("delivered duty paid") to the place specified in the order. If no destination is specified and no other agreement has been made, delivery shall be made to our registered place of business in Saarbrücken. The respective destination shall also constitute the place of performance for the delivery and any subsequent performance (obligation to deliver).

(3) A delivery note stating the date (of issue and dispatch), the contents of the delivery (item number and quantity), and our order reference (date and number) shall be enclosed with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing or payment. A corresponding dispatch notice containing the same information shall be sent to us separately from the delivery note.

(4) The risk of accidental loss or accidental deterioration of the goods shall pass to us upon handover at the place of performance. Where acceptance has been agreed, such acceptance shall be decisive for the transfer of risk. In all other respects, the statutory provisions governing contracts for work and services shall apply accordingly in the event of acceptance. Handover or acceptance shall be deemed to have occurred if we are in default of acceptance.

(5) The statutory provisions shall apply with regard to the commencement of our default of acceptance. However, the Seller must expressly offer its performance to us even where a specific or determinable calendar date has been agreed for an act or cooperation on our part (e.g., the provision of materials). If we are in default of acceptance, the Seller may claim reimbursement of its additional expenses in accordance with statutory provisions (Section 304 German Civil Code (BGB)). If the contract relates to a non-fungible item to be manufactured by the Seller (custom-made product), the Seller shall only be entitled to further rights if we were obligated to cooperate and are responsible for the failure to provide such cooperation.

(1) We reserve all ownership rights, copyrights, and other intellectual property rights in and to illustrations, plans, drawings, calculations, implementation instructions, product descriptions, and other documents. Such documents shall be used exclusively for the performance of the contract and shall be returned to us upon completion of the contract. The documents shall be kept confidential from third parties, including after termination of the contract. The confidentiality obligation shall expire only if and to the extent that the information contained in the documents has become publicly known.

(2) The foregoing provision shall apply accordingly to substances and materials (e.g., software, finished and semi-finished products) as well as to tools, templates, samples, and other items that we provide to the Seller for manufacturing purposes. Such items shall, as long as they are not being processed, be stored separately at the Seller’s expense and insured to an appropriate extent against destruction and loss.

(3) Any processing, mixing, or combination (further processing) of items provided by us by the Seller shall be carried out on our behalf. The same shall apply if the delivered goods are further processed by us, with the result that we shall be deemed the manufacturer and shall acquire ownership of the product, at the latest upon further processing, in accordance with the applicable statutory provisions.

(4) Ownership of the goods shall pass to us unconditionally and irrespective of payment of the purchase price. However, if in an individual case we accept an offer by the Seller to transfer ownership subject to payment of the purchase price, the Seller’s retention of title shall expire no later than upon payment of the purchase price for the delivered goods. In the ordinary course of business, we shall remain authorized, even prior to payment of the purchase price, to resell the goods subject to advance assignment of the receivables arising therefrom (alternatively, the simple retention of title and the retention of title extended to resale shall apply). Accordingly, all other forms of retention of title are excluded, in particular extended retention of title, passed-on retention of title, and retention of title extended to further processing.

(1) Unless otherwise provided below, our rights in the event of material defects and defects in title relating to the goods (including incorrect delivery, short delivery, improper installation, and defective installation, operating, or user instructions), as well as in the event of any other breach of duty by the Seller, shall be governed by the applicable statutory provisions.

(2) In accordance with statutory provisions, the Seller shall be liable in particular for ensuring that the goods possess the agreed characteristics at the time the risk passes to us. In any event, all product descriptions that are the subject matter of the respective contract—particularly by designation in or reference from our order—or that have been incorporated into the contract in the same manner as these General Terms and Conditions of Purchase shall be deemed to constitute an agreement on the characteristics of the goods. It shall be irrelevant whether the product description originates from us, the Seller, or the manufacturer.

(3) In the case of goods with digital elements or other digital content, the Seller shall be obligated to provide and update the digital content to the extent required by an agreement on the characteristics of the goods pursuant to paragraph (2) or by other product descriptions issued by the manufacturer or on its behalf, in particular on the internet, in advertising materials, or on the product label.

(4) Notwithstanding Section 442 (1) sentence 2 of the German Civil Code (BGB), we shall be entitled to assert claims for defects without limitation even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.

(5) The statutory provisions regarding the commercial duty to inspect and notify defects (Sections 377 and 381 of the German Commercial Code (HGB)) shall apply subject to the following qualification: Our inspection obligation shall be limited to defects that become apparent during our incoming goods inspection through external examination, including the delivery documents (e.g., transport damage, incorrect delivery, or short delivery), or that are identifiable during our quality control procedures conducted on a sampling basis. Where acceptance has been agreed, no inspection obligation shall apply. In all other respects, the extent of the inspection obligation shall depend on whether an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to notify defects discovered at a later stage shall remain unaffected. Irrespective of our inspection obligation, any notice of defects shall in any event be deemed timely if it is dispatched within seven (7) business days of discovery of the defect or, in the case of obvious defects, within seven (7) business days of delivery.

(6) Subsequent performance (cure) shall also include the removal of the defective goods and their reinstallation, provided that, in accordance with their nature and intended use, the goods have been incorporated into or attached to another item. Our statutory claim for reimbursement of the corresponding expenses shall remain unaffected. The Seller shall bear all expenses necessary for the purpose of inspection and subsequent performance, even if it subsequently transpires that no defect actually existed. Our liability for damages resulting from an unjustified request for defect rectification shall remain unaffected; however, in such case we shall only be liable if we knew, or through gross negligence failed to recognize, that no defect existed.

(7) Without prejudice to our statutory rights and the provisions of paragraph (5), the following shall apply: If the Seller fails to fulfill its obligation of subsequent performance—at our option either by remedying the defect (repair) or by delivering defect-free goods (replacement delivery)—within a reasonable period specified by us, we shall be entitled to remedy the defect ourselves and to demand reimbursement from the Seller of the expenses reasonably incurred or an appropriate advance payment. No deadline shall be required if subsequent performance by the Seller has failed or is unreasonable for us (e.g., due to particular urgency, risks to operational safety, or the imminent occurrence of disproportionate damage). We shall inform the Seller of such circumstances without undue delay and, where possible, in advance.

(8) In all other respects, in the event of a material defect or defect in title, we shall be entitled, in accordance with statutory provisions, to reduce the purchase price or withdraw from the contract. In addition, we shall be entitled to claim damages and reimbursement of expenses in accordance with statutory provisions.

(1) Our statutory rights to reimbursement of expenses and recourse claims within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b, or Sections 445c, 327(5), and 327u of the German Civil Code (BGB)) shall apply without limitation in addition to our rights arising from defects. In particular, we shall be entitled to require the Seller to provide the exact type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case. In the case of goods with digital elements or other digital content, this shall also apply with regard to the provision of necessary updates. Our statutory right to choose the type of subsequent performance (Section 439(1) BGB) shall remain unaffected.

(2) Before acknowledging or satisfying any claim for defects asserted by our customer (including claims for reimbursement of expenses pursuant to Sections 445a(1), 439(2), (3), and (6) sentence 2, and 475(4) BGB), we shall notify the Seller and request a written statement, providing a brief description of the relevant facts. If the Seller fails to provide a substantiated response within a reasonable period of time and no mutually agreed solution is reached, the defect claim actually granted by us shall be deemed to have been owed to our customer. In such case, the burden of proving otherwise shall rest with the Seller.

(3) Our supplier recourse claims shall also apply where the defective goods have been combined with another product or otherwise further processed by us, our customer, or a third party, for example through incorporation, attachment, installation, or other forms of processing.

(1) The Supplier shall be responsible for all claims asserted by third parties for personal injury or property damage that are attributable to a defective product supplied by the Supplier and shall indemnify and hold us harmless from any liability arising therefrom. If we are required to carry out a product recall vis-à-vis third parties due to a defect in a product supplied by the Supplier, the Supplier shall bear all costs associated with such recall.

(2) Within the scope of its indemnification obligation, the Seller shall reimburse any expenses incurred pursuant to Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with claims asserted by third parties, including product recall measures carried out by us. We shall inform the Seller, to the extent possible and reasonable, of the content and scope of any recall measures and provide the Seller with an opportunity to comment. Any further statutory claims shall remain unaffected.

(3) The Supplier shall maintain, at its own expense, product liability insurance with a minimum coverage amount of EUR 5,000,000 per claim and in the aggregate per insurance year. Unless otherwise agreed in an individual case, such insurance shall not be required to cover recall risks, punitive damages, or similar damages. Upon request, the Supplier shall provide us at any time with a copy of the relevant insurance policy and evidence of continued coverage.

(1) The Supplier warrants that no intellectual property rights or other proprietary rights of third parties are infringed in connection with its delivery in any member state of the European Union, in North America, or in any other country in which the Supplier manufactures, or has the products manufactured.

(2) Within the scope of its indemnification obligation, the Seller shall reimburse any expenses incurred pursuant to Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with claims asserted by third parties, including product recall measures carried out by us. We shall inform the Seller, to the extent possible and reasonable, of the content and scope of any recall measures and provide the Seller with an opportunity to comment. Any further statutory claims shall remain unaffected.

(3) Our further statutory claims arising from defects in title relating to the products delivered to us shall remain unaffected.

(1) The Supplier shall maintain the availability of spare parts for the products delivered to us for a period of at least two (2) years following delivery.

(2) If the Supplier intends to discontinue the production of spare parts for the products delivered to us during or after the expiry of the period specified in paragraph (1), it shall notify us without undue delay after the decision to discontinue production has been made. Subject to paragraph (1), such decision must be made at least six (6) months prior to the discontinuation of production.

(1) The Supplier shall keep confidential, for a period of five (5) years following the conclusion of the contract, the terms and conditions of the order as well as all information and documents provided for this purpose (excluding publicly available information) and shall use such information solely for the performance of the order. Upon request, the Supplier shall promptly return such information and documents to us after responding to inquiries or completing orders.

(2) Without our prior written consent, the Supplier shall not refer to the business relationship in advertising materials, brochures, or similar publications, nor shall it exhibit or display goods manufactured for us.

(3) The Supplier shall impose corresponding obligations on its subcontractors and sub-suppliers in accordance with this Section 12.

The supplier is not entitled to assign claims arising from the contractual relationship to third parties, except for monetary claims.

(1) Unless otherwise provided below, the mutual claims of the contracting parties shall be subject to the statutory limitation periods.

(2) Notwithstanding Section 438(1) No. 3 of the German Civil Code (BGB), the general limitation period for claims based on defects shall be three (3) years from the transfer of risk. Where acceptance has been agreed, the limitation period shall commence upon acceptance. The three-year limitation period shall apply accordingly to claims arising from defects in title, provided that the statutory limitation period for third-party claims for recovery of property rights (Section 438(1) No. 1 BGB) shall remain unaffected. Furthermore, claims arising from defects in title shall in no event become time-barred for as long as the third party is still entitled to assert the relevant right against us, in particular where such right has not yet become time-barred.

(3) The limitation periods applicable under sales law, including the extensions set out above, shall apply, to the extent provided by law, to all contractual claims based on defects. To the extent that we are also entitled to non-contractual claims for damages arising from a defect, the regular statutory limitation periods (Sections 195 and 199 BGB) shall apply unless, in the individual case, the limitation periods applicable under sales law result in a longer limitation period.

(1) f the Seller is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction, including for international disputes, for all disputes arising out of or in connection with the contractual relationship shall be our registered place of business in Saarbrücken, Germany. However, in all cases, we shall also be entitled to bring legal proceedings at the place of performance of the delivery obligation pursuant to these General Terms and Conditions of Purchase or any prevailing individual agreement, or at the Seller’s general place of jurisdiction. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, shall remain unaffected.

(2) The contracts concluded between us and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(1) The Supplier shall comply with all legal provisions applicable to it in connection with the contractual relationship. This shall include, in particular, anti-corruption and anti-money laundering laws, supply chain due diligence legislation, as well as competition, labor, and environmental laws and regulations.

(2) The Supplier shall ensure that the products supplied by it comply with all applicable requirements for placing products on the market within the European Union and the European Economic Area. Upon request, the Supplier shall provide appropriate documentation demonstrating such compliance.

(3) The Supplier shall use reasonable efforts to ensure that its subcontractors and sub-suppliers comply with the obligations imposed on the Supplier under this Section 16.

Version 2025-03

Our General Purchasing Terms and Conditions are available for download: GPC
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