(1) These General Purchase Conditions (hereinafter referred to as GPC) apply to all our business relationships and form an integral part of every contract with our business partners and suppliers (hereinafter referred to as vendors).
(2) The GPC apply in particular to contracts which are concluded for the sale and/or delivery of movable goods (hereinafter referred to as goods), regardless of whether the vendor has manufactured the goods themselves, or has purchased them from suppliers (Articles 433, 650 BGB (German Civil Code)). Unless otherwise agreed, the version of the GPC valid at the time of the vendor’s order or, in any case the version most recently disclosed to them, is also applicable as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) Our GPC apply exclusively. Any deviating, contradictory or supplementary general terms and conditions of the vendor are expressly rejected and will only become an integral part of the contract insofar as, and to the extent that, we have expressly agreed to their validity in writing. This requirement for consent applies in all cases, for example even when we accept the vendor’s deliveries without reservation and are aware of their general terms and conditions.
(4) Any individual agreements, which are concluded with the vendor in individual cases (including ancillary agreements, additions and amendments), take precedence over these GPC in all cases. Subject to proof to the contrary, a written contract and/or our written confirmation is authoritative for the content of such agreements.
(5) Legally relevant declarations and notices from the vendor with regard to the contract (e.g. setting deadlines, reminders, withdrawal) must be provided in writing i.e. in written or text form (e.g. letter, email, fax). Legal formal requirements and additional evidence, in particular if there are doubts about the legitimacy of the declarant, remain unaffected.
(6) Any references to the applicability of statutory provisions will only have a clarifying significance. Even without such a clarification, the statutory provisions are applicable unless they are directly amended or expressly excluded in these GPC.
(1) Our order is considered binding at the earliest when submitted or confirmed in writing. The vendor must point out obvious errors (e.g. spelling and calculation errors) and incompleteness of the order including the order documentation so that it can be corrected and/or completed before acceptance; otherwise, the contract is not considered to have been concluded.
(2) The vendor is obliged to confirm our order in writing within a period of 10 days or, in particular, to process it without reservation by dispatching the goods (acceptance). A delayed acceptance is considered a new quotation and requires our acceptance.
(1) The delivery time stated by us in the order is binding. When the delivery time is not specified in the order, and has not been agreed otherwise, then it is 4 weeks from the conclusion of the contract. The vendor is required to notify us in writing without delay if they will likely be unable to comply with the agreed delivery times – for whatever reason.
(2) If the vendor does not render their service or does not render their service within the agreed delivery time or if the vendor is in default, then our rights – in particular to withdrawal and damages – will be determined in accordance with the statutory provisions. The provisions in Paragraph 3 remain unaffected.
(3) If the vendor is in default, we can – in addition to further statutory claims – demand lump-sum compensation for the damage caused by the default in the amount of 1% of the net price per complete calendar week, but in total not more than 5% of the net price of the goods which were delivered late. We reserve the right to verify whether higher damages have been incurred. The vendor remains entitled to prove that we have incurred no damage at all, or only significantly less damage.
(1) The vendor is not entitled to arrange for the services owed by them to be rendered by third parties (e.g. subcontractors) without our prior, express written consent. The vendor bears the procurement risk for their own services unless otherwise agreed in individual cases (e.g. limitation to stock).
(2) Delivery is free within Germany to the location specified in the order. If the destination is not specified and nothing else has been agreed, then the delivery must be made to our place of business in Lemwerder, Hansering 5. The respective destination is also the place of fulfilment for the delivery and any supplementary performance (obligation to fulfil).
(3) The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the content of the delivery (item number and quantity) and our order identification (date and number). If the delivery note is missing or incomplete, then we will not be responsible for any delays in processing and payment resulting therefrom. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.
(4) The risk of accidental loss and accidental deterioration of the goods will be transferred to us upon handover of the goods at the place of fulfilment. If acceptance has been agreed, then this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for providing work and services will apply for the acceptance. Handover and/or acceptance is the same if we are in default of acceptance.
(5) The legal provisions shall apply for the occurrence of our default of acceptance. The vendor must also, however, expressly render their service to us when a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are deemed to be in default of acceptance, then the vendor can demand compensation for their additional expenses in accordance with the statutory provisions (Article 304 BGB (German Civil Code)). If the contract relates to a specific item, which is to be manufactured by the vendor (manufacture to specification), then the vendor will only be entitled to further rights when we have undertaken to cooperate and are responsible for the failure to cooperate.
(1) The price stated in the order is binding. All prices are inclusive of statutory value added tax when this is not shown separately.
(2) Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the vendor (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).
(3) The agreed price is due for payment within 30 calendar days of complete delivery, service (including any agreed acceptance) and receipt of a proper invoice. If we pay within 14 calendar days, the vendor shall provide us with a 3% discount on the net amount of the invoice. For bank transfers, the payment is considered on time when our transfer order is received by our bank before the payment deadline; we are not responsible for any delays caused by the banks involved in the payment process.
(4) We will not owe any interest on arrears. The legal provisions apply for delays in payment.
(5) We are entitled to rights of set-off and retention as well as to object to unfulfilled contracts to the extent provided by law. In particular, we are entitled to withhold payments owed for as long as we are still entitled to claims against the vendor arising from incomplete or defective performance.
(6) The vendor only retains a right of set-off or retention on the basis of counterclaims which are legally binding or are undisputed.
(1) We hereby reserve the property rights and copyrights to figures, plans, drawings, calculations, instructions, product descriptions and other documentation. Such documentation must be used exclusively for the contractual service and returned to us after completion of the contract. The documentation must be kept secret from third parties, even after termination of the contract, unless the parties agree to cancel the secrecy obligation in text form. The secrecy obligation expires when and insofar as the knowledge contained in the transferred documentation is generally known.
(2) The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other objects which we provide to the vendor for the purpose of manufacturing or production. Such items must – as long as they are not processed – be stored separately at the vendor’s expense and insured to a reasonable extent against destruction and loss.
(3) Any processing, mixing or combination (further processing) of provided objects by the vendor is carried out on our behalf. The same also applies in the event of additional processing of the goods supplied by us, such that we will be considered the manufacturer and will acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
(4) Transfer of ownership of the goods to us must be unconditional and without regard to the payment of the price. However, if in individual cases we accept a quotation from the vendor to transfer ownership conditional on payment of the purchase price, then the vendor’s retention of title expires at the latest upon payment of the purchase price for the goods delivered. We remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the claim arising therefrom (alternatively validity of the simple retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the transferred retention of title and the retention of title extended to further processing.
(1) The statutory provisions apply to our rights in the event of material defects and defects of title of the goods (including false delivery and shortfall in delivery as well as improper assembly, defective assembly, operating instructions or instruction manual) and in the event of other breaches of duty by the vendor, unless otherwise stipulated below.
(2) In accordance with the statutory provisions, the vendor is liable, in particular for ensuring that the goods have the agreed characteristics, properties and quality at the time of transfer of risk to us. In all cases, those product descriptions which – in particular by designation or reference in our order – are the subject matter of the respective contract or were included in the contract in the same way as these GPC shall be considered an agreement regarding the characteristics, properties and quality. It therefore makes no difference whether the product description originates from us, from the vendor or from the producer or manufacturer.
(3) We are not obliged to inspect the goods or to make special enquiries about any defects upon conclusion of the contract. Partially deviating from Article 442 Paragraph 1 Sentence 2 BGB (German Civil Code), we are therefore also entitled without restriction to claims for defects when the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.
(4) The statutory provisions (Articles 377, 381 HGB (German Commercial Code)) apply to the commercial duty of inspection and notification of defects with the following proviso: Our obligation to inspect is limited to defects which become apparent during our incoming goods inspection under external examination, including the delivery documentation (e.g. transport damage, false delivery and shortfall in delivery) or which are recognisable during our quality control in the random sampling procedure. Insofar as acceptance has been agreed, then there is no obligation to inspect. In all other instances, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case involved. Our obligation to provide notice of the defects discovered later remains unaffected. Notwithstanding our duty to inspect, our notice of defect is considered to have been provided without undue delay and in good time when it is sent within 10 working days of discovery or, in the case of obvious defects, of delivery.
(5) Subsequent performance will also include the removal of the defective goods and their re-installation, provided that the goods have been installed in another item or attached to another item in accordance with their type and intended use; our statutory claim to reimbursement of corresponding expenses remains unaffected. The expenses incurred for the purpose of inspection and subsequent performance shall be borne by the vendor even when it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request to remedy a defect remains unaffected; in this respect, however, we will only be liable when we recognised this or were grossly negligent in not recognising that there was no defect.
(6) The following applies without prejudice to our statutory rights and the provisions which are stated in Paragraph 5: If the vendor fails to fulfil their obligation of supplementary performance, at our discretion, either by remedying the defect (repair) or by delivering an item free of defects (replacement), within a reasonable period of time set by us, then we can remedy the defect ourselves and demand reimbursement of the expenses incurred for this purpose, or also demand a corresponding advance payment from the vendor. If supplementary performance by the vendor has still failed or is considered to be unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), then a deadline does not have to be set; we will inform the vendor of such circumstances without delay, if possible in advance.
(7) Otherwise, in the event of a material defect or defect of title, we are entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we are entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.
(1) We are entitled to our legally determined recourse claims within a supply chain (supplier recourse pursuant to Articles 445a, 445b, 478 BGB) without restriction in addition to the claims for defects. In particular, we are entitled to demand from the vendor exactly the type of supplementary performance (repair or replacement) which we owe our purchaser in the individual case. Our statutory right of choice (Article 439 Paragraph 1 BGB) shall not be restricted hereby.
(2) Before we acknowledge or fulfil a claim for defects which is asserted by our purchaser (including reimbursement of expenses pursuant to Articles 445a Paragraph 1, 439 Paragraph 2 and 3 BGB), we shall notify the vendor and request a written statement, briefly explaining the facts of the case. If a substantiated statement is not provided within a reasonable period of time and if no amicable solution is reached, then the claim for defects, which is actually granted by us, is considered to be owed to our purchaser. The vendor is required to produce evidence to the contrary in this case.
(3) Our claims arising from supplier recourse are also valid when the defective goods have been further processed by us or another company e.g. by installing in another product.
(1) Insofar as the vendor is responsible for product damage, then they are obliged to indemnify us against claims for damages by third parties to the extent that the cause lies within their remit and organisation and they are also liable in the external relationship.
(2) As part of their indemnification obligation, the vendor must reimburse expenses pursuant to Articles 683, 670 BGB, which arise from or are in connection with a claim by a third party, including recall actions carried out by us. We will inform the vendor about the content and scope of the recall measures – to the extent possible and reasonable – and provide them with the opportunity to comment. Additional, statutory claims remain unaffected.
(3) The vendor must conclude and maintain product liability insurance with a lump sum coverage of at least EUR 10 million for personal injury/property damage.
(1) The mutual claims of the contracting parties become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.
(2) In deviation from Article 438 Paragraph 1 No. 3 BGB, the general limitation period for claims arising from defects is 3 years from the transfer of risk. If acceptance has been agreed, then the limitation period commences upon acceptance. The 3-year limitation period also applies accordingly to claims arising from defects of title, whereby the statutory limitation period for claims in rem of third parties for return of goods (Article 438 Paragraph 1 No. 1 BGB) remains unaffected; in addition, claims arising from defects of title in no case become time-barred as long as the third party can still assert the right against us, in particular in the absence of a limitation period.
(3) The limitation periods of the law on sales,including the above extension,apply to the extent provided by law to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages which are due to a defect, the normal statutory limitation period (Articles 195, 199 BGB) applies in this respect, unless applying the limitation periods of the law on sales leads to a longer limitation period in individual cases.
(1) These GPC and the contractual relationship between us and the vendor are governed by the laws of the Federal Republic of Germany, excluding the international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the vendor is considered to be a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, then the exclusive, and international, place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Lemwerder, Stedinger Straße 32. The same also applies when the vendor is a company within the meaning of Article 14 BGB. However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GPC and/or a prior individual agreement or at the general place of jurisdiction of the vendor. Any overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.
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