Native Instruments. Latest Version January 2011.

§ 1 Area of Applicability

  1. These General Terms of Purchase are solely applicable to your deliveries and services for us insofar as no other agreements have been expressly made.

  2. General Terms and Conditions of the Suppliers that contradict our Terms and Conditions are only applicable insofar as we have expressly agreed to them.

§ 2 Orders

  1. Our orders and changes or additions to the orders must be in written or text form, preferably by e-mail.

  2. We are entitled to revoke our order if it has not been confirmed with no changes within 2 (two) weeks of receipt.

§ 3 Deadlines and Consequences of Exceeding Deadlines

  1. Agreed deadlines for the deliveries and services are binding. If delays are to be expected or arise, you are to inform us in writing without delay.

  2. If you do not provide the delivery or service within a grace period set by us, then we are entitled to deny acceptance, withdraw from the contract, or demand damages on account of non-fulfilment without prior warning. We are also entitled to withdrawal even if you are not culpable for the delay. The additional expenses that arise for us on account of your arrears, in particular those on account of any coverage by other means that are necessary, are to be borne by you.

  3. We reserve the right to demand any agreed contract penalty on account of improper performance (§ 341 of the German Civil Code [BGB]) until final payment.

§ 4 Prices

The prices are fixed prices. They include all efforts in conjunction with the deliveries and services to be provided by you.

§ 5 Processing and Delivery

  1. You may only assign subcontracts insofar as this does not merely concern the delivery of standard market parts. Requests for delivery are binding with regard to the kind and amount of requested goods as well as the delivery period. Partial deliveries require our agreement.

  2. A packing slip is to be included with each delivery that indicates our order number and the designation of the contents according to kind and amount.

  3. The delivery of the goods occurs as a rule using typical commercial disposable standard packaging. When returnable packaging is used, you are to loan us the packaging. The return shipment occurs at your own expense and risk. If we declare ourselves to be in agreement with assumption of the packaging expenses in exceptional cases, they are to be charged verifiably at cost.

  4. In the case of devices, a technical description and a user's manual are to be included at no charge. In case of software products, the duty to deliver has only been fulfilled when the complete (system and user) documentation has been handed over. In the case of applications made especially for us, the source code of the application shall also be delivered.

  5. If you provide deliveries or services on-site at our premises, you are obligated to comply with notices regarding safety, environmental protection, and fire protection for third parties in the respectively valid version.

  6. The seller shall inform the buyer of any planned end to production of the delivered parts 6 (six) months before the end.

§ 6 Invoices, Payments

  1. Invoices are to be submitted to us separately by postal mail; they must include our order number.

  2. Insofar as nothing else has been agreed, our standard payment terms of 60 (sixty) days net without deductions or 30 (thirty) days net with deduction of 3% (three) trade discount apply. The day of payment is considered to be that day on which our bank received the payment instructions.

  3. Payments do not mean recognition of the delivery or service as in compliance with the contract. In the event of incorrect or incomplete deliver or service, we are entitled, without prejudice to our other rights, to withhold payments from the business relationship in a reasonable scope until proper performance.

  4. The assignment of your claims against us to third parties is excluded.

§ 7 Safety, Environmental Protection

  1. Your deliveries and services must comply with the statutory provisions, in particular with regard to safety and environmental protection, including the German Ordinance on Hazardous Substances (Verordnung über gefährliche Stoffe), the German Electrical and Electronic Equipment Act (ElektroG) and the safety recommendations of the competent German technical committees or associations, such as VDE, VDI, DIN. Relevant certifications, test certifications, and verifications are to be provided free of charge.

  2. You are obligated to determine and adhere to the latest version of the directives and laws applicable to your components with regard to restrictions on substances. You are obligated not to use forbidden substances. Substances that are to be avoided or are hazardous pursuant to the applicable laws and guidelines such as Reach, RoHs and CPSI are to be indicated by you in the specifications. If applicable, the material safety data sheets are to be provided with the offers and the packing slip upon the respective initial delivery (at least in German or English). Notices about substance limits that have been exceeded are to be announced to us without delay.

  3. You are solely responsible for complying with all regulations regarding the prevention of accidents for deliveries and during the performance of services. Any needed protective equipment and any instructions of the manufacturer that are required pursuant to this are to be provided at no charge.

§ 8 Import and Export Provisions, Customs

  1. In the case of deliveries and services that occur from an EU country outside of Germany, your EU VAT ID no. is to be indicated.

  2. Imported goods are to be delivered duty paid (DDP). In the scope of the Directive (EC) no. 1207/2001, you are obligated to provide all required declarations and information at your own expense, allow inspections by the customs authorities, and provide all needed official confirmations.

  3. You are obligated to inform us of any permit duties regarding (re-) exports pursuant to German, European, Japanese, and American export and customs provisions as well as the export and customs provisions of the originating country of the goods and services in detail in writing.

§ 9 Transfer of Risk, Acceptance, Ownership Rights

  1. Independent of the agreed pricing terms, in the case of delivery without setup or assembly the risk is transferred to us upon arrival at the delivery address indicated by us and in the case of delivery with setup or delivery upon successful conclusion of our acceptance. The start up or use does not replace our declaration of acceptance.

  2. The ownership of the delivered goods is transferred to us after payment. Any extended or augmented retention of title is excluded.´

§ 10 Obligation to Examine and Give Notice of Defects, Examination Expense

  1. An incoming goods inspection takes place with regard to obvious defects. We give notice of defects for hidden defects as soon as they are found in the course of regular business activities. You shall waive the objection of late notice of defects for all defects about which you are given notice within 14 (fourteen) days of their being found.

  2. If we return defective goods to you, we are entitled to charge the invoiced amount back plus a lump sum for effort in the amount of 5% (five) of the price of the defective goods. We reserve the right to prove higher effort or expenses. You may reserve the right to prove less effort or expense.

§ 11 Warranty in the Event of Defects of Material or Title

  1. Defective deliveries are to be replaced without delay by fault-free deliveries and faulty services are to be repeated fault-free. In the event of development or design defects, we are entitled to claim the rights stipulated in § 11 III immediately.

  2. Subsequent improvement of defective deliveries or services requires our agreement. You bear the risk during the period in which the subject of the delivery or service is not in our safekeeping.

  3. If you do not rectify the defects within a reasonable grace period set by you, then according to our choice we can either withdraw from the contract or reduce remuneration and, in each case, demand additional damages.

  4. In urgent cases (in particular in the event of the endangerment to operation safety or to prevent unusually large damages), to rectify small defects, and in the event that you are in arrears with the rectification of a defect, we are entitled to rectify the defect and damages arising on its account ourselves or have them rectified at your expense by a third party after informing you and setting a grace period that is short but reasonable under the circumstances. This also applies if you deliver or perform late and we have to rectify the defects immediately in order to avoid delivery arrears on our part.

  5. The limitation period for our claims for material defects amounts to 36 (thirty six) months from transfer of risk pursuant to § 9 I; the limitation period for our claims from defects of title amounts to 10 (ten) years from the transfer of risk pursuant to § 9 I. The limitation period is suspended for the period of time beginning with the sending of our notice of defects and ends with the fulfilment of our claim for defects.

  6. If you are to deliver or perform pursuant to our plans, drawings, or other requirements, then the adherence of the delivery or service to the requirements is considered expressly guaranteed. Should the delivery or the service deviate from the requirements, then we are immediately entitled to the rights named in § 11 III.

  7. For the rest, our statutory rights shall remain unaffected.

§ 12 Repeated Impairments of Performance

If you continue to perform deliveries or services that are significantly the same or similar in a manner that is faulty or late after written warning, then we are entitled to immediate withdrawal. In this case, our right to withdrawal also includes those deliveries and services that you are obligated to perform for us in the future on account of this or another contractual relationship.

§ 13 Release in the Event of Defects of Material or Title

You shall release us for all claims that are made against us by third parties – regardless of the legal reason – on account of defects of material or title, in particular an infringement of patents, trademarks, or other intellectual property rights or other errors of a product delivered by you, and reimburse us for the necessary expenses including those of ours with regard to litigation.

§ 14 Technical Documents, Tools, Manufacturing Equipment

  1. The technical documents, tools, plant specifications, manufacturing equipment, etc. provided by us remains our property; we retain all trademarks, copyrights, and other intellectual property rights. You are to return them including all duplicates made without being requested after the order has been processed insofar as no other regulation is made; in this respect you are not authorised to claim any rights of retention. You many only use the named objects for processing the order and may not hand them over to unauthorised third parties or otherwise make them accessible. The duplication of the named objects is only allowed to the extent that is necessary for carrying out the order.

  2. If you manufacture the items named in § 14 I 1 in whole or in part at our expense, then § 14 I applies in an analogous manner; in which we case we become (co) owner upon provision of our share of the manufacturing costs in the corresponding manner. You shall store these objects for us at no charge; we can acquire your rights with regard to the object with reimburse for expenses not amortized yet at any time and demand that the object be handed over.

  3. You are obligated to maintain, service, and repair normal wear and tear on the objects named above at no charge. If you commission a subcontractor with the production of tools and samples for processing our order, you shall assign your claims against the subcontractors for transfer of ownership of the tools and samples to us.

§ 15 Provision of Material

  1. Material provided by us remains our property and is to be kept by you at no charge with the care of a diligent business person separate from your other items and be labelled as our property. It may only be used to carry out our order. You are to replace damages to the provided material.

  2. If you process or reshape the provided material, this activity is done on our behalf. We become the direct owner of the thereby arising new items. If the item consists only in part of the provided material, we are entitled to co-ownership of the new item according to the share that corresponds to the value of the provided material contained therein.

§ 16 Confidentiality

  1. You are obligated to treat as confidential all business and technical details of which you become aware on account of the business relationship that are not public knowledge and not to hand them over to third parties.

  2. Manufacturing for third parties, displaying products manufactured especially for us, in particular those made pursuant to our plans, drawings, or other special requirements, publications regarding the orders and services, and references to these orders towards third parties require our prior written agreement.

  3. Please note that we save personal information in conjunction with our business relationship with you and also transmit these data to companies affiliated with us.

§ 17 Other

  1. Place of performance is the respectively indicated delivery address.

  2. Legal venue, insofar as you are a business person or a legal entity under public law, is Berlin, Germany. However, we are also entitled to make claims against you at your domicile.

  3. German law is applicable to the exclusion of the UN Convention on the International Sale of Goods (CISG) and German International Private Law.

  4. Should individual clauses of these General Conditions of Purchase be invalid in whole or in part, this shall not affect the validity of the remaining clauses or parts of such clauses.