General Terms and Conditions of Purchase (as of: 1stMarch 2016)
1. Placing of orders
All orders for goods and services shall always be based on these Terms and Conditions of Purchase. We donot recognise conflicting terms and conditions, or any terms that are stipulated by the supplier and diverge from our Terms and Conditions of Purchase, unless we have expressly accepted them in writing. Our Terms and Conditions of Purchase shall also apply if we accepta delivery without reservation, despite being aware of the terms and conditions of the supplier that diverge from our Terms and Conditions. All oral agreements and deviating conditions of the supplier shall only be valid if they have been confirmed by us in writing. Our Terms and Conditions of Purchase shall only apply to business-to-business orders.
Agreed delivery dates are binding. If the supplier expects any delay, he shall immediately inform us inwriting, stating the reasons for the delay and indicating a new delivery date / date of performance. We shall be entitled to withdraw our order if we do not agree with the new delivery date and if the supplier refuses to deliver or execute the order within a reasonable grace period set by us. The fact that we may agree to a new delivery date suggested by the supplier or the supplier may accept a grace period set by us does not imply an extension of the contractually agreed date of delivery / performance. Any compensation claim for damages caused by the delay shall not be affected. We shall be entitled in full to statutory claims (compensation / withdrawal) if the supplier does not meet agreed dates of delivery / performance, in whole or in part. We reserve the right to withdraw from an apportioned contract or similar contract in relation to all partial deliveries / performances that are still outstanding and/or to claim compensation instead of performance, if the supplier falls behind with a partial delivery / performance and a grace period set by us for this partialdelivery has expired without shipment from the supplier.
Goods are shipped to the address indicated in our order, in accordance with the agreed delivery terms.The supplier undertakes to observe all relevant shipping and declaration regulations, as well as any export and import procedures. Any losses or damage resulting from the supplier’s non-compliance with these regulations shallbe borne by the supplier. The supplier bears all shipment risk until the goods are received by us. Each delivery must be made with a specified delivery note indicating our order number, the material, packaging type, package number, weight, batch number, etc.
We shall only pay for insurance if we have agreed to do so in writing in advance. Before delivery or before starting to carry out the work, the supplier is required to take out a public liability insurance policy, including product liability insurance, with sufficient coverage for personal injuries, property damage or financial losses, and to provide us with proof of this insurance on request.
5. Prices – terms of payment
The prices stipulated in our order are binding. Unless otherwise agreed, the agreed prices include packaging. Upon dispatch of the goods, invoices shall be sent directly to us by separate post and must show our order number. The invoices must also show whether the order is complete or which quantities / items still have to be delivered. Our order number must be quoted on the invoices. VAT (value-added tax) must be indicated separately. In particular, the type and volume of the shipment or performance must be clearly visible on the invoice. We shall be entitled to settle invoices late and subject to the deduction of the full discount if these invoices had been sent to us late or were incomplete upon receipt. Assignments are not permitted without our written consent. Section 354a HGB (German Commercial Code) shall not be affected.
The supplier guarantees to use flawless material incompliance with our requirements and to execute the order properly. The supplier shall assume liability for compliance with statutory regulations, in particularthe German Equipment and Product Safety Act, the trade associations’ accident prevention regulations as well as the latest versions of the DIN and VDE (Association for Electrical, Electronic & Information Technologies) regulations. The supplier shall furthermore guarantee that the delivery and usage of the delivery items will not violate any property rights of third parties. Otherwise, the supplier shall indemnify us against any claims by third parties. We shall be entitled to statutory warranty rights without limitations. The respective statutes of limitation shall apply. The supplier shall be fully liable for complying with the regulations applicable to execution of the order, especially those relating to EU market organisation, food law and ll other relevant regulations and official directives.
7. Obligation to give notice of defects
Notices of defects reaching the supplier within twoweeks of goods receipt or, in the case of hidden faults, within two weeks of their detection, shall always be deemed as ‘without delay’ within the meaning of section 377 HGB (German Commercial Code). Section 377 HGB shall not apply to the delivery of non-fungible goods.
8. Retention of title
The supplier’s right to retention of title shall be excluded.
9. Product liability
To the extent that the supplier is responsible for a product defect, he shall be obliged to indemnify us upon first demand against any claims for damages by third parties, if the cause lies within his sphere of controland organisation and he is responsible for this sphere.This does not affect any further legal claims.
If the supplier’s employees or agents carry out work on our premises, the supplier must ensure that they comply with the relevant safety and accident prevention regulations and that they observe our plant regulations. The supplier shall advise his employees or agents of these regulations on an ongoing basis. If the supplier does not rectify any violation of these regulations within atwo-week period following a written warning, or if these regulations are seriously violated repeatedly, we shall be entitled to terminate the contract immediately for exceptional reasons. The supplier shall bear all damages resulting from non-compliance with these regulations.
11. Deterioration of financial circumstances
If, after concluding the contract, it becomes apparent that our entitlement to counterperformance is at risk due to the supplier’s lack of performance (e.g. suspension of payment, opening of insolvency proceedings), weshall have the right, at our option and with any other rights reserved, to withdraw from the contract without setting a grace period, or to cancel the contract for exceptional reasons, or to refuse payment until the supplier renders counterperformance or provides security thereof.
12. Drafts, drawings, models
All the information obtained during the business relationship with us (in particular drafts, drawings or models) that we have provided to the supplier or which has been made by the supplier to our specification may not be used for any other purpose or disclosed to third parties. At our request, all such information shall be returned to us.
13. Offsetting, retention
The supplier is only entitled to any statutory right of offsetting in relation to undisputed, final and binding claims or those that are ready for a decision. The supplier is only entitled to any statutory right of retentionor right to refuse performance in relation to undisputed, final and binding claims, or those that are ready for a decision, that originate from the same contractual relationship with us.
14. Place of performance, place of jurisdiction, applicable law
The place of performance for the goods or services is the place that we specify as the place of delivery. Place of payment for our payment obligations is Ahrensburg. Place of jurisdiction for both parties shall be Ahrensburg or, at our discretion, at the supplier’s registered office. The contractual relationship shall be governedexclusively by German law, excluding international private law andthe UN Convention on Contracts for the International Sale of Goods (CISG).