GTCs & GPCs of Purchase
General Terms and Conditions
§ 1 General - Scope of application
(1) Our General Terms and Conditions (GTC) apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our GTC unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the order without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our GTC.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract. They shall also apply to all future transactions with the customer.
§ 2 Offer
Our prices are subject to change. We can accept an offer from the customer within 2 weeks by written order confirmation or dispatch of the goods.
§ 3 Prices - Terms of payment
(1) Unless otherwise stated in the order confirmation, our prices are "ex works", excluding packaging, freight, postage and other shipping costs; these will be invoiced separately.
(2) The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a discount requires a special written agreement. Such an agreement shall not apply to packaging, freight, postage, insurance or other shipping costs.
(4) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, the customer is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
(5) If the fulfillment of the payment claim is jeopardized due to a deterioration in the financial circumstances of the customer that has occurred or become known after conclusion of the contract (in particular insolvency application or opening of insolvency proceedings), the contractor may demand advance payment, withhold goods not yet delivered and cease further work. The Client shall compensate any damage incurred as a result. The Contractor shall also be entitled to these rights if the Client is in arrears with the payment of deliveries which are based on the same legal relationship.
§ 4 Delivery and execution times
(1) Delivery and execution dates are only valid if they have been confirmed by us in writing. The delivery or execution of the order requires the clarification of all technical questions. Operational disruptions shall extend the delivery or execution time for the period of their duration. They do not justify any right of withdrawal on the part of the customer. The same applies to force majeure.
(2) Compliance with our obligations further presupposes the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
(4) Insofar as the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item or work shall pass to the customer at the time at which the customer is in default of acceptance or debtor's delay.
(5) If we are in default of delivery, the customer must set us a grace period of at least three weeks. If this period expires without result, the customer may withdraw from the contract or demand a reduction in the purchase price or compensation for work. The customer shall not be entitled to claim damages or reimbursement of expenses.
(6) Otherwise, in the event of a delay in delivery or performance, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay amounting to 3% of the contract sum, but not more than 15% of the contract sum.
§ 5 Transfer of risk - packaging costs
(1) Unless otherwise stated in the order confirmation, delivery "ex works" is agreed. If the customer is the contractor, the risk shall pass to him as soon as the consignment has been handed over to the person or company carrying out the transportation.
(2) Separate agreements shall apply to the return of packaging.
(3) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer
§ 6 Liability for defects
(1) If the customer is an entrepreneur, his claims for defects in a purchase contract presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The notice of defects must be made in writing immediately, but no later than 5 working days after delivery of the goods. Hidden defects must also be reported by the customer in writing without delay, at the latest 5 working days after discovery of the defect.
(2) We shall only be liable for all types of contracts if there is a not insignificant defect in our performance, unless we have fraudulently concealed the defect or given a quality guarantee. If the customer is an entrepreneur, we shall be entitled, at our discretion, either to remedy the defect or to deliver a new defect-free item. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance. If the subsequent fulfillment 2-
impossible or involves disproportionately high costs, we shall be entitled to refuse it. In any case, the costs of subsequent performance shall be limited to the amount of the order value.
(3) If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price.
(4) Defects in part of the delivered goods do not entitle the customer to complain about the entire delivery, unless the partial delivery is of no interest to the customer.
§ 7 Compensation for damages and statute of limitations
(1) The customer shall only be entitled to compensation or reimbursement of expenses in the following cases: injury to life, body or health; intentional or grossly negligent causation of the damage; breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely ("cardinal obligation"); claims for damages under the Product Liability Act; claims in the event of fraudulent concealment of a defect or the provision of a quality guarantee.
(2) Liability shall be limited to the foreseeable, typically occurring damage, unless we can be accused of intentional breach of contract, an essential contractual obligation ("cardinal obligation") is breached, or a claim for compensation for the damage is made instead of performance.
(3) Any further claims for damages or reimbursement of expenses against us, irrespective of their legal basis, are hereby excluded.
(4) Claims based on liability for material defects and for damages or reimbursement of expenses, irrespective of the legal grounds, shall become time-barred 12 months after the transfer of risk. Exceptions to this are the cases mentioned in paragraph 1. Here the period is 24 months.
(5) Insofar as our liability for damages is limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
§ 8 Retention of title
(1) We reserve title to the delivered goods until all payments arising from the contract have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the goods. If we take back the goods, this shall constitute a withdrawal from the contract. After taking back the goods, we shall be authorized to sell them; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs.
(2) The customer is obliged to treat the item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The customer shall be entitled to resell the item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the item by the customer shall always be carried out on our behalf. If the item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
(6) If the item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us.
(7) The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the connection of the item with a property.
(8) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.
§ 9 Place of jurisdiction - place of performance - choice of law - severability clause
(1) If the customer is a merchant, our registered office is the place of jurisdiction; however, we are also entitled to sue the customer at the court of his place of residence.
(2) The law of the Federal Republic of Germany shall apply, including the UN Convention on Contracts for the International Sale of Goods. If the goods delivered by us are exported abroad by the customer, the customer shall be obliged to agree with his buyer that the UN Convention on Contracts for the International Sale of Goods shall also apply.
(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
(4) Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining GTC.
General Terms and Conditions of Purchase
§ 1 Basis of contract, conclusion of contract
(1) These Terms and Conditions of Purchase apply to all our orders, regardless of whether these are individual orders or are placed on the basis of framework agreements. Deviating terms and conditions of the supplier shall only apply if we expressly acknowledge them in writing. If the goods or services are accepted by us without express objection, the inclusion of the contractual partner's terms of delivery can under no circumstances be established from this.
(2) The order, its amendment or supplement as well as other agreements made upon conclusion of the contract shall be binding if we declare or confirm them in writing.
(3) The supplier must confirm orders bindingly without delay, at the latest 8 days after the order date. A delayed or deviating confirmation shall be deemed a new offer and requires our express written acceptance. If there is no such acceptance and the supplier nevertheless carries out the delivery or other service, we shall only accept these on the terms of the order placed by us.
§ 2 Deadlines and dates
(1) Agreed deadlines and dates are binding. If the supplier is unable to meet them, he must inform us immediately in writing of the reason for the impediment and its expected duration. This shall not affect our statutory claims for default. Additional costs for urgent and express shipments which arise as a result of non-compliance with agreed deadlines and dates shall be borne by the supplier.
(2) Premature deliveries and services shall require our consent.
(3) If a contractual penalty has been agreed and incurred in the event of default, we may assert this until the invoice has been settled.
§ 3 Execution
The Contractor must maintain a quality assurance system, e.g. in accordance with DIN ISO 9001 and/or DIN ISO 14001. We are entitled to inspect the Contractor's system by means of quality audits after consultation.
§ 4 Partial, excess or short deliveries
(1) Partial deliveries or partial services require our consent.
(2) We reserve the right to recognize excess or short deliveries in individual cases.
§ 5 Prices, shipment, insurance, packaging
(1) The agreed prices are fixed prices. Price increases made by the supplier in the meantime shall have no influence on these unless we approve them in writing.
(2) Shipment shall be made to the address stated in the order or as specified in the order, free of packaging costs and charges and at the supplier's risk.
(3) The supplier shall be responsible for compliance with the shipping instructions specified in the order. We are entitled to refuse to accept shipments if we do not have proper shipping documents on the day of receipt of the shipment or if our order references are not listed or are incomplete. The costs arising from non-acceptance in this case shall be borne by the supplier.
§ 6 Subcontractors
The involvement of subcontractors requires our prior written consent. The Contractor shall impose all obligations on the subcontractors with regard to the tasks assumed by them and ensure compliance with them which are incumbent on the Contractor vis-à-vis us.
§ 7 Payment
We shall make payments within 30 days net after receipt of the invoice, but not before complete and defect-free delivery, completion of services or final acceptance of services to be provided on a performance-related basis. Any terms of payment agreed with the supplier that deviate from this must be indicated on the invoice.
§ 8 Transfer of risk, notification of defects
(1) The risk shall pass to us upon arrival of the goods at the place of delivery specified in the order, in the case of delivery with installation or assembly or services to be provided on a performance-related basis after final acceptance.
(2) We shall notify the supplier of externally recognizable defects within 14 days of collection or delivery at the latest, other defects immediately after their discovery. If we only become aware of a defect through a customer complaint, we shall notify the customer immediately after notification.
§ 9 Rights in the event of defects
(1) The supplier shall be responsible for the deliveries and services being free of defects, for the existence of guaranteed properties and shall be responsible for ensuring that the deliveries or services comply with the intended use, the current state of the art, generally recognized technical and occupational health and safety regulations of authorities and professional associations in Germany and are in accordance with the current German environmental regulations.
(2) If machines, devices or systems are the subject of the delivery, these must meet the requirements of the special safety regulations for machines and systems applicable at the time of fulfillment of the contract and have a CE mark.
(3) In the event of defects, we have the right to assert our claims against the supplier within the statutory limitation periods. We are entitled, at our discretion, to demand subsequent performance by repair, replacement delivery or new manufacture in accordance with the statutory provisions. The supplier shall compensate us for any damages incurred by us as well as the expenses necessary for subsequent performance. If the subsequent performance has not taken place within a reasonable period of time, has failed or if the setting of a deadline was dispensable, we may demand withdrawal, compensation instead of performance, reimbursement of futile expenses or a reduction in price in accordance with the statutory provisions. Rights arising from assumed guarantees shall remain unaffected by this, as shall recourse claims that arise if consumers in the supply chain assert claims for defects.
(4) If the supplier does not fulfill his obligation to subsequent performance within the reasonable period set by us, without having the right to refuse subsequent performance, we are also entitled to take the necessary measures ourselves at his expense and risk.
(5) Our approval of drawings, calculations or other technical documents of the supplier shall not affect the supplier's responsibility for defects and its liability for warranty obligations assumed by it.
(6) The supplier guarantees compliance with all quality characteristics for a period of 24 months. In the case of deliveries, this period shall commence upon arrival of the complete delivery at the place of receipt specified by us; in the case of performance-related services, it shall commence upon final acceptance. A separate warranty period shall run for parts newly delivered as part of the rectification of defects. It shall be at least 12 months, irrespective of when the rectification takes place during the warranty period.
§ 10 Product liability
(1) The supplier shall indemnify us against all third-party claims which are attributable to a defect in the contractual product in the event of product liability. In such a case, the supplier shall also bear the costs and expenses incurred by precautionary measures necessary in terms of type and scope against a claim arising from non-contractual product liability, e.g. through public warnings or product recalls.
(2) We shall inform the supplier in good time about the assertion of such claims for damages. We will not make any payments or acknowledge any claims without consulting the supplier. However, this shall not affect our right to assert our own damages against the supplier.
(3) The supplier shall take out adequate insurance cover for claims against him in the event of a product liability claim or recall costs and shall provide evidence of his insurance cover on request.
§ 11 Information on hazardous substances, product information
(1) The delivery items shall be labeled in accordance with the provisions of the Hazardous Substances Ordinance and the EC/EU Directives on Hazardous Substances/Preparations.
(2) The Contractor is obliged to provide us with all necessary product information, in particular on composition and shelf life, e.g. safety data sheets, processing instructions, labeling regulations, assembly instructions, occupational safety measures, etc., including any changes thereto, in good time prior to delivery.
§ 12 Confidentiality
The Contractor undertakes to keep secret all information, knowledge and documents, e.g. technical and other data, measured values, technology, operating experience, trade secrets, know-how, drawings and other documentation (hereinafter referred to as "INFORMATION") received from us or otherwise made known to us, not to make them accessible to third parties and to use them only for the purpose of processing the respective order/contract. The Contractor undertakes to return to us without delay all INFORMATION such as documents, samples, specimens or the like physically transmitted hereunder upon our request, without retaining any copies or records, and to destroy its own records, compilations and evaluations containing INFORMATION without delay upon our request and to confirm this to us in writing. We shall be entitled to the property rights and copyrights to all INFORMATION.
§ Section 13 Retention of title, assignment, set-off, insolvency
(1) All requests of the supplier to secure his claims arising from the contract that go beyond a simple retention of title require an individual agreement with us.
(2) The assignment of claims against us is only permissible if these are undisputed, ready for decision or legally established or if we agree to them. Consent may not be refused for unreasonable reasons.
(3) Offsetting against claims is excluded unless these are undisputed or have been legally established.
(4) If insolvency proceedings are opened against the assets of the supplier or rejected due to a lack of insolvency assets to cover the costs of the proceedings, or if the proper execution of a contract is called into question by the supplier suspending its deliveries not only temporarily, we shall have the right to terminate the contract with immediate effect. The declaration must be made in writing.
§ 14 Place of performance, place of jurisdiction, applicable law
(1) The place of performance shall be the place of delivery specified by us.
(2) The place of jurisdiction shall be our place of business if the supplier is a merchant within the meaning of the German Commercial Code. However, we may also sue the supplier at his general place of jurisdiction.
(3) The law of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.