2. Conclusion of the Contract and Contractual Amendments, Performance of the Contract
Offers, designs, plans, cost estimates, samples, and patterns of the Supplier are free of charge for RI, unless otherwise agreed.
An order is binding only if it was placed by RI in writing or - in the case of an oral order – it is properly confirmed by the Supplier, in writing. An order placed with the assistance of automatic facilities without a signature or name shall be deemed to be written. Orders that evidently contain errors, typing errors or miscalculations shall not be binding on RI.
Without delay but no later than one week from receipt of the order, the Supplier must issue a written order confirmation explicitly stating the price and delivery time. Deviations between the order confirmation and the order are deemed agreed only once they have been confirmed, in writing, by RI. This applies in the same way to subsequent contractual amendments.
Order confirmations, dispatch notices, consignment notes, delivery notes, invoices and other written documentation from the Supplier must state the order information, in particular order number, order date and Supplier number.
Silence on RI's part in response to offers, requests or other declarations by the Supplier shall be deemed to constitute consent if this has been agreed, in writing, in advance.
If, when implementing a contract, any deviations from the originally agreed specifications are necessary or expedient, the Supplier must notify RI without delay and in writing and to submit proposed amendments. RI will notify the Supplier whether and which amendments the Supplier should make to the original order. RI is entitled at any time, in particular with respect to the composition of the products, to amend the order. In these cases, the Supplier is to be provided with an appropriate period within which to make the necessary amendments to production. If these amendments result in additional costs for the Supplier, the parties shall negotiate a corresponding adjustment to the price agreed.
RI reserves all ownership, copyright and other proprietary rights in all documents. Such documents may be used only for the production based on the order by RI and are not permitted to be disclosed to third parties without RI's prior written consent. The Supplier shall upon request by RI immediately provide all documents to RI provided these are no longer needed in the ordinary course of business. The same applies in particular to all RI's designs, samples, specimens and models.
The Supplier warrants for the duration of the supply relationship an unaltered manufacturing procedure using the same materials. The Supplier will inform RI without delay, due to the duration of the licensing procedure preferably as soon as it intends to make amendments, and in writing about all proposed amendments to the design, manufacturing procedure and as regards the substances used, that may have an effect on the function and quality of the products or that may affect the market approval of the products. Modifications to the manufacturing procedure or the materials are subject to RI’s prior written consent.
Prior to conclusion of the contract, the Supplier must notify RI in writing, if under the rules in the Federal Republic of Germany the products ordered are subject to export controls or other restrictions on marketability. In the case of incorrect information, especially in the case of failure to provide information, or the provision of incorrect, incomplete or inaccurate information, RI is entitled, on fruitless expiry of a deadline set by it and without consideration of any fault on the part of the Supplier, to withdraw from the contract. Further claims of RI remain unaffected.
If the Supplier's financial circumstances deteriorate substantially or if the justified application for the initiation of insolvency proceedings or comparable proceedings in respect of the Supplier's assets is rejected due to lack of assets, RI is entitled to rescind the contract, in whole or in part.