Purchasing Conditions

 

As of Juli 2017

 

1. Scope of application

1.1 The following purchasing conditions apply to all our purchases from our suppliers irrespective of whether the supplier manufactures the goods themselves or purchases them from suppliers. These GTPC only apply if the seller is a contractor as defined in Article 14 of the German Civil Code (BGB), a legal entity under public law, or a special public fund under public law. General Terms and Conditions of Business deviating from these Terms and Conditions of Purchase shall only apply insofar as we have expressly agreed to these Terms and Conditions in writing. Silence on alternate conditions communicated by the supplier does not constitute consent.

1.2 Contractual agreements between us and our suppliers about prices, models and methods of payment only refer to each concrete concluded contract and do not apply to subsequent contracts. These terms and conditions of purchase included in the contractual agreement between the parties shall, however, also apply to all subsequent deliveries in the case of partial deliveries, even to the extent that these terms and conditions of purchase conflict with the supplier's terms and conditions of purchase and business.


2. Orders

2.1 Orders and their changes are only valid if they are placed or confirmed by us in writing.

2.2 The supplier must immediately confirm the order / change in writing. If no proper confirmation is submitted within 14 days - from the receipt of the order / change at the supplier we are entitled to cancel the order, without the supplier being able to derive any claims there form.

2.3 We are entitled to demand changes in specifications, deliveries and delivery times at any time in the event of orders / changes in specifications not yet or not yet fully fulfilled. An order is not fully fulfilled if the supplier has not yet provided all contractually agreed services in the specific case.

2.4 In respect of the fulfilment of its obligations the supplier may only turn to third parties with our express written consent. In this case, the supplier undertakes to ensure that these purchasing conditions are also observed by the third party commissioned by them. For this purpose, the supplier must hand over a copy of these Terms and Conditions of Purchase to the third party.

 

3. Delivery and Acceptance

3.1 Delivery dates and/or delivery schedules shall be determined by us after consultation with our supplier.

3.2 Agreed delivery dates are binding and will generally be calculated from the day on which the supplier receives our order.

3.3 If the supplier recognises that it is not able to deliver in full or in part, it must do so in writing, stating the reasons for and the expected duration of the delay. Delivery may only take place outside the agreed delivery dates if we have expressly acknowledged in writing the reasons stated by the supplier for the delayed delivery. Acts of God on the part of the supplier (e.g. natural disasters) shall only be recognised by us if we have been notified immediately of the occurrence of these events by the supplier. Only If there is force majeure on our side is the supplier entitled to interrupt delivery for the duration of the obstacle, in this case, after notification of the relevant event to the supplier, we are entitled at any time to withdraw from the contract in whole or in part.

3.4 In the event of non-compliance with the delivery dates by the supplier, we shall be entitled to the rights stipulated by law.

3.5 In the case of ex works deliveries, the risk shall pass to us when the delivery has been duly handed over and accepted at the place of performance.

3.6. The order quantity may be over delivered by a maximum of 3 %. The supplier is not entitled to make under deliveries. If a delivery schedule exists, we are only obliged to accept the binding quantities specified therein. We are entitled at the expense and risk of the supplier to return deliveries delivered before the agreed date, or to charge storage costs.

3.7. Work stoppages (strikes, lock-outs), operational disruptions, operational restrictions and similar cases at our premises which result in a reduction in consumption shall release us from acceptance for the duration of the disruption and to the extent of its effect.

3.8. The values determined during our incoming goods inspection and quality inspection for dimensions, quantities and quality are decisive. If kilo prices have been agreed, the weight determined by us or by the railway authorities shall apply for the calculation.

 

4. Quality

4.1 The goods to be delivered must comply with the applicable domestic and foreign statutory provisions, the accident prevention regulations, the relevant regulations and directives of the VDE regulations and the recognised state of the art as well as the underlying documents such as drawings, descriptions, samples, specifications, acceptance conditions etc. correspond.

4.2 If initial samples and out-turn samples are requested from us, the supplier may only begin series production upon receipt of our express written approval.

4.3 We expect the supplier to constantly update the quality of its products to be supplied to us with state-of-the-art technology and to point out possible improvements as well as technical and specification changes. However, any changes to the delivery item may in any case only be made with our express prior written approval.

 

5. Price and payment

5.1 The prices stated in the order are fixed prices. The supplier shall bear all public charges, such as taxes, customs duties, stamp fees, etc..

5.2 Packaging costs, storage charges, all shipping costs and transport costs shall be borne by the supplier. This also applies to additional costs arising from circumstances for which the supplier is responsible for necessary accelerated transport. The packaging will only be returned if this has been specially agreed. Shipment shall be freight forward at the supplier's expense. Packaging shall be charged at cost price unless it is included in the agreed price. In the case of returning goods at least 2/3 of the calculated price must be credited to us. We do not accept the calculation of deposits for packaging.

5.3 - Payment shall be made after receipt of the goods in accordance with the contract and receipt of the verifiable invoice - Invoices for goods received from the 1st to the 15th of the month by the end of the same month - invoices for goods receipts from the 16th - at the end of the month on the 15th of the following month - in each case with 3% discount or 60 days net.

5.4 The supplier is not entitled to assign his claims from the contractual relationship to third parties. The above does not apply in the case of monetary claims.

5.5 The choice of payment method is ours.

5.6 In the event of a defect under warranty, we are entitled to refuse payment in a reasonable ratio between the value of the goods and the estimated value of the defect until the defect has been properly remedied.

 

6. Warranty and Liability

6.1 The warranty obligations and liability of the supplier falls under the statutory provisions, unless otherwise stated to the contrary below.

6.2 The supplier guarantees in particular (not conclusively) as follows:

6.2.1. The products comply with all applicable laws, regulations and rules of the country in which the product was manufactured, stored or where it was supplied and where it is used.

6.2.2. The manufacture of the products is of high quality and in accordance with the best industry standards. The products are safe, marketable and suitable for the intended use and meet the specifications in every respect.

6.2.3. The products are labelled in accordance with the specifications and legal regulations (the latter particularly includes the country of manufacture and the country/countries of destination).

6.3. Hidden defects, i.e. defects that cannot be detected during a proper inspection, must be notified by us within five days of discovery. Obvious defects must be reported within seven days after delivery of the goods. In both cases, timely dispatch of the notification is sufficient to meet the deadline. The aforementioned deadlines shall not apply in the event of fraudulent concealment of a defect by the supplier. We do not waive warranty claims by accepting or approving samples or specimens submitted.

6.4 We are entitled to assert the statutory claims against the supplier to which we are entitled due to duly reported obvious defects within one year of acceptance, whereby payments made in the meantime do not constitute acknowledgement of proper delivery. The assertion of claims due to hidden defects is not bound to these deadlines.

6.5 The aforementioned complaint periods shall commence in the event of the supplier. providing the delivery of the replacement goods or the reworked goods being delivered.

6.6 The supplier undertakes to indemnify us against any liability towards third parties and/or liability claims of third parties arising from the manufacture, delivery or storage of the products. They are obliged to reimburse us for payments made to settle justified claims. The duty of indemnification and reimbursement does not apply if the underlying event can be proven to be due to grossly negligent or intentional misconduct on our part or of one of our employees, representatives, vicarious agents or companies affiliated with us.

 

7. Industrial property rights

7.1 In accordance with paragraph 2, the supplier is responsible for ensuring that products delivered by them do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which they manufacture the products or has them manufactured.

7.2 The supplier is obliged to indemnify us against all claims raised by third parties against us due to the infringement of industrial property rights mentioned in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim exists irrespective of any fault on the part of the supplier.

7.3 Our further legal claims due to defects in title of the products delivered to us remain unaffected.

 

8. Marking of goods and shipping instructions

8.1 The supplier shall label the delivery items in the manner prescribed by us for the purpose of delivery and pack and ship them.

8.1.1 Pallet delivery must be on proper Euro-pallets (bright, no blue, undamaged, pollution-free, as new or 1A quality). Max. pallet height 1.20 m incl. pallet (2 pallets can be stacked). The pallet banners must be attached to each narrow side (2 pieces per pallet). A sample of the goods delivered must be placed next to one of the two pallet banners. The pallets must be safely packed and secured.

8.1.2 Pallet banners must contain the following minimum information:

  • Our article number (large and bold)
  • Our article description
  • Quantity
  • Packaging unit
  • Supplier’s article number
  • Production date

8.1.3 Delivery notes must contain the following minimum information:

  • Our article number
  • Our article description
  • Supplier's article description
  • Packaging unit
  • Our order number
  • Indication of returnable containers (if applicable)
  • Certificate of analysis (if applicable)
  • Dangerous goods documents (if applicable)

8.1.4 Invoices must contain the following minimum information:

  • Our article number
  • Our article description
  • Supplier's article description
  • Corresponding delivery note number
  • Packaging unit
  • Our order number
  • Indication of returnable containers (if applicable)

 

9. Means of production

9.1 Production equipment such as specifications, gauges, models, samples, tools, drawings, printing documents and the like, which we have made available to the supplier, shall be returned to us upon request.

9.2 Production equipment that the supplier manufactures or procures from the time of the last series production on (more precise determination of the time frame if possible?) needs to be kept ready for use over a period of 10 years for replacements.

9.3 The production equipment provided to the supplier or manufactured according to our specifications may not be duplicated or sold, given as security, pledged or passed on or used in any way for third parties without our express written consent. The same applies to goods manufactured with this tool.

 

10. Confidentiality

The supplier is obliged to regard the order and the resulting work as well as all related technical and commercial documents and facilities as a trade secret and to treat them strictly confidentially, even after termination of the contract. They must oblige their subcontractors accordingly.

 

11. Final provisions

11.1 Should any provision of these conditions be invalid for any reason, this shall not affect the validity of the remaining provisions.

11.2 The laws of the Federal Republic of Germany shall apply to these Terms and Conditions of Purchase and the contractual relationship between us and the Supplier to the exclusion of international uniform law, in particular the UN Sales Convention.

11.3 Place of performance for both parties and exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be our place of business in Münster am Lech. However, we are also entitled to seek remedy from the courts holding general jurisdiction over the supplier.