§ 1 General – Scope of Application

1. These terms and conditions of purchase apply to all contracts in which ONI Temperiertechnik Rhytemper GmbH (hereinafter referred to as “ONI”) acts as buyer and/or recipient of a work or service or as buyer under a contract for the supply of goods. Conflicting or deviating terms of the contracting partner shall not be recognized by ONI, unless ONI has expressly agreed to their validity in writing. These terms and conditions of purchase also apply if ONI accepts the contracting partner’s delivery without reservation, despite being aware of conflicting or deviating terms.
2. All agreements concluded between ONI and the contracting partner for the execution of this contract must be documented in writing.
3. These terms and conditions of purchase apply only to entrepreneurs within the meaning of § 310 (1) BGB. Furthermore, the general terms and conditions of ONI Temperiertechnik Rhytemper GmbH apply, which can be accessed [here]. In the event of a conflict between the terms and conditions of purchase and the general terms and conditions, the terms and conditions of purchase shall take precedence when incorporated.

§ 2 Offer – Offer Documents

1. The contracting partner is obliged to accept ONI’s orders within 2 working days. The declaration of acceptance (order confirmation) must be in text form, specifying prices and delivery dates.
2. ONI reserves property and copyright rights to illustrations, drawings, calculations, and other documents. The same applies to information subject to industrial property rights. The transfer of such information does not constitute a license or authorization for use outside the specific delivery relationship. Information, documents, drawings, calculations, and illustrations may not be made accessible to third parties without ONI’s prior express written consent. They may only be used for production based on ONI’s order and must be returned to ONI without request after the order is completed. Third parties must be kept strictly confidential; § 9 (5) applies additionally in this regard.

§ 3 Prices – Payment Terms

1. The price stated in the order is binding and agreed as a fixed price. The price includes delivery “free domicile” (DDP), including packaging. Return of packaging requires a special agreement. Deviations from this regulation require express written agreement.
2. Value-added tax is not included in the price.
3. Invoices will only be processed by ONI if they include the order number specified in our order, as well as the mandatory statutory details, in particular the contracting partner’s tax number or VAT ID. The contracting partner is responsible for any consequences arising from non-compliance, unless they can prove that they are not responsible.
4. Unless otherwise agreed in writing, ONI shall pay the purchase price within 30 calendar days from receipt of delivery and invoice, with a 3% discount, or within 90 calendar days net.
5. Set-off and retention rights are available to ONI to the extent permitted by law.
6. The contracting partner may only offset claims against ONI that have been expressly acknowledged or legally established.
7. A unilateral change of contract currency by the contracting partner may only be made if no exchange rate risk arises for ONI.
8. ONI is entitled, but not obliged, to withhold 10% of the net invoice amount as security for the respective warranty period. This amount is payable without interest within 90 days after the end of the statutory warranty period.

§ 4 Delivery Time

1. The delivery time specified in the order is binding.
2. The contracting partner must immediately notify ONI in writing if circumstances arise or become apparent indicating that the agreed delivery time cannot be met.
3. In the event of delayed delivery, ONI is entitled to all statutory claims. In particular, ONI may, after issuing a written reminder and granting a reasonable grace period, demand a reduction of the purchase price or withdrawal from the contract. If ONI claims damages, the contracting partner has the right to prove that they are not responsible for the breach.
4. For exceeding the agreed delivery date, the contracting partner owes ONI a contractual penalty of 0.25% of the order value per working day, up to a maximum of 5% of the net order value. This contractual penalty is fully credited against any claim for damages.
5. No contractual penalty applies if the delay is not the fault of the contracting partner, in particular in cases of force majeure.

§ 5 Transfer of Risk – Documents

1. Unless otherwise agreed, delivery shall be made DDP (Incoterms – free domicile). The risk of accidental loss or deterioration passes to ONI upon arrival at ONI’s premises or at the agreed alternative destination. The contracting partner bears the full shipping risk. The place of performance is ONI’s premises or the agreed destination.
2. All shipments must be accompanied by shipping and delivery documents in sufficient legal form. Adequate documentation and technical specifications must accompany each delivery, at least in a widely readable digital format. Performance is only deemed complete upon delivery of the documents along with the goods.
3. The contracting partner must indicate ONI’s order number exactly on all shipping papers and delivery notes; any resulting delays in processing will not be attributable to ONI.

§ 6 Inspection of Defects – Warranty

1. ONI shall inspect the delivered goods within a reasonable period for possible quality or quantity deviations. Notification is timely if it reaches the contracting partner within 5 working days (Monday to Friday) from receipt of goods, or for hidden defects, from discovery. Receipt must be verifiable (e.g., fax transmission report or registered mail).
2. The contracting partner warrants that its deliveries and services remain free from defects during the warranty period, including parts obtained from third parties.
3. Statutory warranty rights remain fully available to ONI. ONI is entitled to demand repair or replacement at its discretion. The right to damages, especially damages in lieu of performance, is expressly reserved.
4. ONI is entitled to remedy defects itself or through third parties at the contracting partner’s expense if the partner is in default and a reasonable grace period with notice of self-remedy has been provided in writing.
5. The statute of limitations is 36 months from transfer of risk, unless mandatory provisions of §§ 478, 479 BGB apply.

§ 7 Product Liability – Indemnification – Liability Insurance

1. If the contracting partner is liable for product damage, they must indemnify ONI on first demand against claims by third parties, provided the cause lies within their control and responsibility.
2. The contracting partner must also reimburse ONI for expenses under §§ 683, 670 BGB or §§ 830, 840, 426 BGB arising in connection with a recall initiated by ONI. ONI will inform the contracting partner of the content and scope of recall measures as far as feasible.
3. The contracting partner must maintain product liability insurance with a minimum coverage of €10 million per personal/property damage. ONI’s further claims remain unaffected. The insurance coverage does not constitute a limitation of liability.

§ 8 Intellectual Property Rights

1. The contracting partner guarantees that no third-party rights are infringed in connection with the delivery/service.
2. If ONI is claimed against by a third party, the contracting partner must indemnify ONI on first written demand. ONI may not settle with the third party without the contracting partner’s consent.
3. The indemnification covers all expenses that ONI necessarily incurs due to the third-party claim.
4. The statute of limitations is 36 months from transfer of risk.

§ 9 Retention of Title – Provision – Tools – Confidentiality

1. If ONI provides parts to the contractual partner, ONI retains ownership of these parts. Processing or transformation by the contractual partner is carried out on behalf of ONI. If the goods subject to retention of title are processed with other items not belonging to ONI, ONI shall acquire co-ownership of the new item in proportion to the value of the ONI item (purchase price plus VAT) to the other processed items at the time of processing. In this consideration, the work performed and/or time spent shall not be taken into account.
2. If the item provided by ONI is inseparably mixed with other items not belonging to ONI, ONI shall acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the item belonging to the contractual partner is to be regarded as the main item, it is agreed that the contractual partner shall transfer proportional co-ownership to ONI; the contractual partner shall hold the sole ownership or co-ownership in safekeeping for us.
3. ONI retains ownership of tools; the contractual partner is further obliged to use the tools exclusively for the manufacture of goods ordered by ONI. The contractual partner is obliged to insure the tools belonging to us at replacement value at its own expense against fire, water and theft damage. At the same time, the contractual partner hereby assigns all compensation claims arising from this insurance to ONI; ONI hereby accepts the assignment. The contractual partner is obliged to carry out any necessary maintenance and inspection work on ONI's tools, as well as all maintenance and repair work, in good time and at its own expense. Any malfunctions must be reported to ONI immediately; if the contractual partner culpably fails to do so, claims for damages shall remain unaffected. If the contractual partner uses the tools in breach of contract for the manufacture of goods other than those ordered by ONI, it shall compensate ONI for the resulting damage. In addition to damage to the tools, relevant damage includes, in particular, accelerated wear and tear.
4. If the security interests to which we are entitled under paragraph (1) and/or paragraph (2) exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we shall be obliged, at the request of the contracting parties, to release the security interests at our discretion.
5. The contractual partner is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the execution of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known. The above obligation shall not apply in the event of a legally binding or final court or official disclosure obligation. ONI must be informed in good time before legal or final validity in the event of disclosure obligations being asserted by third parties. ONI has the right to demand that the contractual partner take action against the disclosure. In the event that ONI demands that the contractual partner take action against the disclosure, ONI is obliged to reimburse the contractual partner for the necessary legal costs.

§ 10 Place of jurisdiction – place of performance

1. If the contracting partner is a merchant, the place of jurisdiction is Dresden. ONI may also sue at the partner’s general place of jurisdiction or choose any other statutory venue.
2. Unless otherwise specified in the order, the place of performance and fulfillment is ONI’s headquarters or the agreed destination.
3. German substantive law applies, excluding the CISG.