General terms and conditions
1 Conclusion of contract
- Alle Bestellungen des Bestellers erfolgen ausschließlich auf der Grundlage dieser allgemeinen Einkaufsbedingungen. Andere Bedingungen, insb. Verkaufsbedingungen oder Lieferbedingungen des Lieferanten werden nicht Vertragsinhalt, auch wenn der Besteller ihnen nicht ausdrücklich widerspricht. Diese allgemeinen Einkaufsbedingungen gelten auch für alle nachfolgenden Bestellungen oder Vertragsbeziehungen zwischen dem Lieferanten und dem Besteller.
- If the Purchaser's order is not confirmed in writing within 5 working days of receipt, the Purchaser shall be entitled to revoke it.
- Only orders placed in writing are binding. Orders placed orally or by telephone require subsequent confirmation by means of a letter of confirmation from the purchaser in order to be valid. Verbal subsidiary agreements and amendments to the contract shall also be confirmed in writing.
2 Offer and conclusion of contract
- In its offers, the Supplier shall comply with the orders, tenders and any drawings specified or approved by the Purchaser with regard to quantity, quality and design. The Supplier shall expressly notify the Purchaser in writing of any intended or existing deviations. Deviations shall require the written consent of the Purchaser.
- Orders do not require any special form to be effective. They may be placed in writing or verbally. In the case of verbal orders, the supplier shall state the name of the person placing the order on the delivery bill and invoice.
3 Prices, shipping, packaging
- The agreed prices are fixed prices and exclude subsequent claims of any kind. Costs for packaging and transport as well as for customs formalities and customs duties are included in these prices. If the Supplier's prime costs change by more than 10% without this being foreseeable for the parties, each party shall be entitled to demand a renegotiation of the prices. However, the Purchaser shall not be obliged to accept changed, in particular higher prices, unless the preconditions of a lapse of the basis of the contract (§ 313 BGB) are met.
- Shipping notices, bills of lading, invoices and all correspondence shall contain the Purchaser's order number.
- Shipment shall be made at the expense and risk of the supplier free agreed place of delivery.
- The obligation to take back packaging is governed by the statutory provisions.
4 Invoices and payment
- Invoices shall be submitted with all agreed details and documents, in the absence of an agreement with the usual ones, after delivery has taken place. Invoices that are not in order shall only be deemed to have been received by the Purchaser from the time of correction.
- Payment shall be made in a manner customary in the trade within 14 days net. The later date shall be decisive for the commencement of the payment periods. In the case of payment by check, payment shall be deemed to have been effected upon receipt of the check by the supplier.
5 Delivery dates, delay in delivery and force majeure
- The agreed delivery dates are binding and must be strictly adhered to by the supplier. Decisive for compliance is the receipt of goods at the agreed delivery location.
- If it becomes apparent that a deadline will be exceeded, the Supplier shall immediately inform the Purchaser in writing of the reason and the expected duration. Notwithstanding the above, exceeding a deadline shall trigger the consequences of default. In urgent cases, in particular in order to avoid a production stoppage or with regard to own delivery obligations, the Purchaser shall be entitled to obtain supplies elsewhere at the Supplier's expense without further ado.
- Force majeure and labor disputes shall release the contractual partners from their obligation to perform for the duration of the disruption. The contracting parties shall be obliged to provide the necessary information without delay within the scope of what is reasonable and to adjust their mutual obligations to the changed circumstances in good faith. If the Purchaser is no longer interested in the delivery due to the delay, the Purchaser shall be entitled to withdraw from the contract after prior notice.
- In the event of a delay in delivery, the Purchaser shall be entitled to claim damages and/or rescind the contract in accordance with the statutory provisions.
- If delivery is made earlier than agreed, the Purchaser reserves the right to return the goods at the Supplier's expense. If no return is made in the case of early delivery, the goods shall be stored at the Purchaser's premises until the delivery date at the Supplier's expense and risk. Only the agreed delivery date shall apply to payment.
- Partial deliveries will only be accepted upon express agreement.
6 Liability for defects
- Obvious defects of the delivery, namely quantity discrepancies and obvious transport damages, shall be notified by the Purchaser as soon as they are detected in the ordinary course of business. The notification shall be deemed to be in time if it is made within a period of 5 working days after receipt of the delivery. Other defects shall be notified within 5 working days after their discovery.
- The parties agree that a complaint is duly raised even under the UN Sales Convention if the Purchaser informs the Supplier that the Product is defective. However, the Purchaser shall provide a detailed explanation of the reasons for the non-usability within a reasonable period of time upon request by the Supplier.
- The supplier guarantees that its products have the agreed quality, in particular that they contain the specifications required by the purchaser. Changes and deviations always require prior agreement.
- The Purchaser shall be entitled to all statutory claims for defects, including claims for damages and reimbursement of expenses.
- If the Supplier does not comply with the request for rectification of defects or replacement delivery within 10 working days at the latest, the rectification shall be deemed to have failed; in this case, the Purchaser shall be entitled to withdraw from the contract without further waiting and to claim damages in lieu of performance.
- If the delivered products are used in an end product sold to a consumer, the Purchaser shall be entitled to recourse against the Supplier in the event of a claim by its customers on the basis of Sections 478, 479 of the German Civil Code (BGB) by analogous application of these provisions. Sections 478, 479 BGB shall apply mutatis mutandis to the scope, content and limitation period.
7 Product liability and liability insurance cover
- Insofar as the Supplier is responsible for product damage, it shall be obliged to indemnify the Purchaser to this extent against claims for damages by third parties upon first request.
- Purchaser and Supplier shall inform and support each other in the legal defense.
- The supplier undertakes to take out appropriate product liability insurance.
8 Industrial property rights and liability for defects of title
- The Supplier warrants that all deliveries are free from third party rights and, in particular, that the delivery and use of the delivery items does not infringe any patents, licenses or other industrial property rights of third parties in the country of the agreed place of delivery and - to the extent known to the Supplier - of the intended country of use.
- The Supplier shall indemnify the Purchaser and its customers against claims by third parties arising from any infringement of property rights and shall bear all costs incurred by the Purchaser in this connection.
- In all other respects, the provisions on liability for defects pursuant to § 6 of this contract shall apply to other claims based on defects of title.
- The contracting parties undertake to treat as confidential all information of which they become aware in the course of the business relationship. In particular, they are obliged to keep all utility models, know-how, production and manufacturing-related findings, recipes, formulas and other documents and information strictly confidential. Their contents may only be made accessible to third parties with express written consent.
- The obligation to maintain secrecy shall continue to apply indefinitely after the execution of this contract, even in the event that a contract is not concluded.
- After the end of the business relationship, documents received must be returned to the contractual partner in full, including all copies, without being requested to do so; files must be permanently destroyed if they cannot be retrieved.
10 Final clauses
- These terms and conditions shall apply in legal transactions with entrepreneurs.
- Should individual parts of these General Terms and Conditions of Purchase be or become legally invalid, this shall not affect the validity of the remaining provisions.
- The supplier is not entitled to pass on the order or significant parts of the order to third parties without prior written consent or to assign claims outside of an extended or expanded retention of title.
- If the supplier ceases payments, if insolvency proceedings are applied for or opened against his assets, or if out-of-court debt settlement proceedings are initiated against the supplier's assets, the customer shall be entitled to terminate the contract without notice if the application is not withdrawn within 4 weeks.
- The place of performance and jurisdiction shall be the Purchaser's place of business, unless otherwise stated in the order confirmation.
- German law shall apply exclusively to all legal relationships between the parties.
- The contractual language is German. If another language is used, the German wording shall prevail.