1. General
These General Terms and Conditions of Purchase shall govern and apply to all orders placed by companies of the SICK group within the territory of Germany (hereinafter referred to as “Purchaser”). Any deviating or additional General Terms and Conditions of Purchase by Suppliers shall be effective solely subject to a prior written approval by the Purchaser.
These Terms and Conditions of Purchase shall also apply to all future business transactions with the Supplier.

2. Orders
All orders shall be subject to a written placement in order to be deemed binding. The same shall apply to any further modifications and amendments.

3. Date of Delivery and Delay
Delivery dates quoted in orders shall be deemed binding. The Supplier shall be obliged to notify the Purchaser in writing without delay in case circumstances occur, or become noticeable, that might cause a delay of the delivery date stipulated within any order.
In case of a delay in delivery the Purchaser shall be entitled to claim a contractual penalty in the amount of 1 % of the delivery value for each week commenced, up to a maximum, however, of 10 % of the delivery value. In such case the Purchaser shall further be entitled to enforce its claim for a contractual penalty in addition to fulfilment.
Purchaser undertakes to declare to Supplier reservations of contractual penalties within a period of 10 working days following the acceptance of a delayed delivery.

4. Packaging
Supplier shall be obliged to use environmentally sound packaging in conformity with valid packaging regulations. Purchaser shall reserve the right to return packaging at Supplier's costs.

5. Delivery
Unless otherwise provided for in writing deliveries shall be free. Each delivery shall include a delivery note listing all order details and the correct order reference number. If Supplier fails to enclose such delivery note to a delivery, Purchaser shall not be held liable for any delays in order processing. The specified place of destination shall be adhered to under any circumstances.

6. Execution, Documentation, Tools
Orders shall be carried out according to our instructions, drawings, norms, rules of delivery and examination, etc.
Goods and services ordered shall conform to technical codes as well as any statutory requirements regarding DIN-/VDE-regulations and/or any other technical norms, particularly in view of those related to safety and environment. CE conformity shall be guaranteed.
Purchaser reserves the right of ownership and copyrights in copies, diagrams, drawings, calculations and/or any other material and documentation provided by Purchaser; such documents may not be provided to any third party without an explicit prior written approval. The use of such documents shall be subject to production purposes based on Purchaser’s orders, exclusively. Upon the completion of order processing they shall be returned to Purchaser without request and shall be kept confidential and may not be disclosed to any third parties. The duty to observe secrecy shall remain in effect beyond the expiration of this contract; it shall expire not before the production know-how contained in the entrusted copies, diagrams, drawings, calculations and/or other documentation has become common knowledge.

7. Models and Tools
Models and tools produced by Supplier at Purchaser’s costs shall become the sole and exclusive property of Purchaser upon payment has been effected. Supplier shall undertake to use all models and tools solely and exclusively for the purpose of producing the goods ordered by Purchaser. Further, Supplier shall be obliged to effect insurances for Purchaser’s models and tools against damages caused by fire, water, and theft at its own costs and at reinstatement value.

8. Data Protection
Purchaser shall be entitled to process any data on the supplier, received as a result of the business relationship or in connection with it within the framework of the German Data Protection Act.

9. Prices, Invoices and Payment
Prices quoted in the order shall be deemed binding. Quoted prices shall include free delivery and packaging. Invoices shall be delivered in duplicate upon delivery. Invoices shall include the order reference number as quoted in the according order; Supplier shall be held liable for any non-compliance arising in connection herewith. Unless otherwise provided for in writing, payment shall be due within a period of 15 days with a cash discount of 3 %, or within a period of 30 days net.
The payment period shall commences upon receipt of the invoice, and at the earliest, however, upon receipt of the goods. Supplier shall - upon request - provide to Purchaser certificates of origin, entitlements to preference or further documentation each according to the pertaining export requirements.

10. Force Majeure
In case of force majeure, industrial disputes, unindebted operational breakdown, riots, official measures or other inevitable occurrences Purchaser shall - without prejudice to any other rights - be entitled to fully or partly withdraw from the contract, unless they are of insubstantial length only and/or would result in a substantial reduction of Purchaser’s demand.

11. Warranty
Purchaser shall be obliged to examine the goods as to any possible deviations in quality and quantity within a reasonable time.
Purchaser shall be fully and unrestrictedly entitled to statutory claims for warranty and damages in case of material damage and/or defects of title.
Purchaser shall be principally entitled to choose the type of remedy - removal of defects or delivery of replacement. Supplier shall be entitled to refuse the chosen remedy in compliance with the provisions stipulated under § 439 par. 2 (BGB) German Civil Code. It is assumed that a defect has already been existent at the time of the transfer of risk, provided the transfer of risk concerned does not date back more than three months.
remove the defect without delay, Purchaser shall be entitled in urgent cases - especially in cases of acute danger or in avoidance of major damages - to remove the defect or have it removed by a third party at the costs of Supplier. The same shall apply in cases where due to urgency, Purchaser is not able to notify Supplier of a defect and imminent consequential damages in advance.
The statutory limitation period for material damages and defects of title shall be 36 months as of the transfer of risk unless § 438, sub-sec. 1, No. 1 lit. A, § 438, subsec. 1, No. 2 or § 438, sub-sec. 3 BGB apply. In such cases the statutorily prescribed limitation period shall apply. In case the faulty delivery of the object of the contract should cause higher costs for Purchaser, especially transportation, toll, work and material costs or costs for an acceptance inspection exceeding the usual extent, Supplier shall bare such costs.

12. Liability
In addition to warranty, Supplier shall be liable for all damages caused by faults of the object of the contract, to the extent Supplier is responsible for such faults. If damage is caused to a third party, Supplier shall indemnify Purchaser from any such claims.
Furthermore, Supplier shall warrant that the delivery and use of goods do not infringe any third party’s patents or copyrights, provided Supplier is liable for such infringements. In case third parties assert claims against Purchaser, Supplier shall indemnify Purchaser from such claims.
Supplier shall undertake to contract product liability insurance covering a lump-sum of EUR 5 million per damage to person/material damage; any further claims for damages of Purchaser shall remain unaffected hereof.

13. Termination
Purchaser shall be entitled to terminate the contract without any notice period, if Supplier suspends his business operations or applies for insolvency proceedings. Purchaser shall pay an amount equal to the respective part of performed works and shall reimburse any possible expenses not be covered by payment. If Supplier is responsible for termination, Purchaser reserves the right of claiming compensation and thereby reducing the above payments.

14. Assignment of rights
The transfer of the Contract for Delivery or individual rights and/or duties resulting from the Contract for Delivery to any third party shall be subject to the prior written approval of Purchaser.

15. Observance of Restriction of Hazardous Substances
Supplier shall undertake to adhere to all delivery requirements and observe all prohibitions of substances in conformity with the statutory provisions (in particular the restriction ordinance on chemicals, the ordinance on hazardous substances, the restriction ordinance on CFC and halon, the restriction ordinance on certain halogen hydrocarbons depleting the ozone layer EG No.2037/2000 and the battery ordinance).
An according list of prohibited materials and substances can be requested from Supplier.

16. Return of Outworn Devices
Purchaser shall be unrestrictedly entitled to all statutory claims regarding the return of old devices according to the WEEE Directive (ROHS - ElektroG), in particular the right to return goods pursuant to § 10 sub-sec. 2 ElektroG.

17. Severability, Place of Performance, Applicable Law
In case any of the provisions stipulated herein or within the contract should be, or become invalid the validity of the remaining provisions shall remain unaffected hereof.
The contract parties shall be obliged to substitute the invalid provision by a new provision the content whereof comes closest to the originally intended economic target or the invalid provision.
Place of performance shall be the location defined as the recipient location within an order.
In case such location is not defined within an order, Purchaser’s place of business shall be the place of performance. Place of jurisdiction for all disputes arising directly or indirectly in connection with this contractual relationship, shall be Purchaser’s place of business. Purchaser shall be further entitled to sue Supplier either at the court of his business location or branch or at the court of the place of performance upon Purchaser’s choice.
All contractual relations shall be subject to German law exclusively. The same shall apply in cases where the contract partner’s seat is abroad. The application of the Uniform Law on the International Sale of Goods as well as the Uniform Law on the Formation of Contracts for the International Sale of Goods shall be expressly excluded.

as at: 01.02.2008