General Terms and Conditions of Purchase
1. General
1.1 Our Terms and Conditions of Purchase shall apply exclusively. We shall not recognize any terms and conditions of sale that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the delivery without reservation in the knowledge of conflicting terms and conditions of sale or terms and conditions deviating from our Terms and Conditions of Purchase.
1.2 All contractual agreements are contained in the respective purchase order. Any amendment or supplement shall only be effective if issued in writing by the Purchasing Department.
1.3 Our terms and conditions of purchase shall also apply to all future business with you.
2 Confidentiality, information and data
2.1 The contractor is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential; they may only be disclosed to third parties with our express consent. The obligation to maintain secrecy shall also apply after the execution of a contract. It shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known. Subcontractors shall be bound accordingly.
2.2 Drawings, drafts, samples, manufacturing instructions, internal company data, tools, equipment, etc., which we have provided to the contractor for the purpose of submitting an offer or executing an order, shall remain our property. They may not be used for other purposes, reproduced or made accessible to third parties and must be kept with the care of a prudent businessman.
3. Tools
3.1 Tools shall be manufactured by the contractor in accordance with our drawings. Any changes or deviations from our drawings shall only be binding if we have accepted the tool produced in writing. The contractor shall be obliged to point out any changes or deviations from our drawings expressly – in a separate statement outside the drawings – in writing.
3.2 The Contractor shall be obliged to use the tools exclusively for the production of the Supplies which are the subject of our order.
3.3 If the Contractor violates the obligation pursuant to No. 3.2, he shall be obligated to pay us a contractual penalty of 10,000. 10,000.00. We reserve the right to prove higher damages.
3.4 We reserve the exclusive copyright to the drawings on which the production of the tools is based. This shall also apply insofar as changes or deviations according to No. 3.1 are in question which are due to suggestions made by the supplier.
3.5 The obligations arising from the creation and transfer of a tool shall only expire when we have notified the Supplier in writing that we do not wish to continue using the tool.
3.6 During the term of a contractual relationship, the Contractor shall be obliged to maintain and also repair the tool(s) at its own expense. Furthermore, he shall insure the tool(s) at replacement value against the usual property risks (fire, water damage, theft and burglary). The Contractor hereby assigns to us any claims for compensation against the insurance company; we hereby accept this assignment. The Contractor shall be obliged to use any compensation payments of the insurance for the repair or for the new acquisition of the tool(s).
3.7 For the duration of the delivery contract, the contractor shall bear the risk of accidental loss or accidental deterioration of the tool(s). With regard to the insurance obligation, No. 3.6 shall apply accordingly.
4 Delivery time
4.1 The delivery dates stated in our orders are binding.
The receipt of the goods at the place of receipt or use specified by us or the timeliness of the successful acceptance shall be decisive for compliance with the delivery date or the delivery period.
4.2 If the Contractor realizes that an agreed date cannot be met for any reason, he shall notify us thereof in writing without delay, stating the reasons and the expected duration of the delay.
4.3 If the Contractor is in default of delivery, we shall be entitled to demand a contractual penalty of 1% of the respective delivery value for each week of default commenced, up to a maximum of 5% of the delivery value. We reserve the right to prove further damages. We shall be entitled to deduct the contractual penalty from due
due invoices of the Contractor.
4.4 In addition, we shall be entitled, after the unsuccessful expiry of a reasonable period set by us, to claim damages instead of performance or to procure a replacement from a third party or to declare our withdrawal.
to procure replacement from a third party or to declare withdrawal. The
claim to the delivery/service shall expire as soon as we demand damages instead of the service in writing or declare our withdrawal.
4.5 The Contractor may only invoke the absence of necessary documents to be supplied by us if he has sent a written reminder for the documents and has not received them within a reasonable period of time.
received within a reasonable period of time.
4.6 Force majeure and industrial disputes shall release the contracting parties for the duration of the
the duration of the disruption and to the extent of its effect. The contracting parties undertake to provide the necessary information without delay within the bounds of what is reasonable
information without delay and to adjust their obligations to the changed circumstances in good faith. We shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract in this respect if the delivery/service is not accepted.
contract if the delivery/service can no longer be utilized by us – taking into account economic aspects – due to the delay caused by force majeure or the industrial dispute.
4.7 If the delivery is made earlier than agreed, we reserve the right to return the goods at the contractor’s expense. If no return is made in the case of early delivery, the goods shall be stored until the delivery date with us or with a third party at the expense and risk of the contractor. In the event of early delivery, we reserve the right to make payment only on the agreed due date.
4.8 The Contractor shall not be entitled to make partial deliveries. However, we shall be entitled to call off the ordered goods in partial deliveries, provided this is reasonable for the Contractor. If the ordered goods have not yet been manufactured, we may demand changes in design and execution if there are plausible reasons for this. We shall only have to bear any higher costs incurred after prior immediate notification if we maintain the order despite knowledge of the costs. In the case of orders with partial deliveries, we shall be entitled to withdraw from the entire contract if, even in the case of only one partial delivery, disruptions occur due to delayed delivery, defective delivery or otherwise non-contractual conduct on the part of the contractor.
5 Prices, Shipping, Packaging
5.1 The agreed prices are fixed prices plus statutory value added tax and exclude subsequent claims of any kind. Costs for packaging and transport to the shipping address or place of use specified by us as well as for customs formalities and customs duties are included in the prices unless otherwise agreed in writing. If no prices are stated in the order, these are still to be agreed. Price increases after conclusion of the contract shall not be effective against us.
5.2 The contractor shall comply with our shipping instructions and those of the forwarding agent or carrier. Dispatch notes, consignment notes, invoices and all correspondence must contain at least our order and article numbers.
numbers.
5.3 We shall only accept the quantities or numbers of items ordered by us. Excess or short deliveries are only permissible after prior agreement with us.
5.4 Shipment shall be at the risk of the Contractor. The risk of any deterioration, including accidental loss, shall thus remain with the Contractor until delivery to the shipping address or place of use requested by us.
5.5 The Contractor’s obligation to take back packaging shall be governed by the statutory provisions. The goods shall be packed in such a way that transport damage is avoided. Packaging materials shall only be used to the extent
necessary to achieve this purpose. Only
environmentally friendly packaging materials may be used.
5.6 The values determined by us during the incoming goods inspection shall be decisive for quantities, weights and dimensions.
5.7 We shall be entitled to rights of retention and set-off to the extent provided by law.
6 Invoicing and payment
6.1 Invoices shall be submitted separately in duplicate with all associated documents and data in proper form after delivery has been made. Invoices not properly submitted shall only be deemed to have been received by us from the time of correction.
6.2 Payment shall be made in the customary manner by the 25th day of the month following delivery with a 3% discount or after 60 calendar days net, calculated after delivery/service and receipt of invoice.
6.3 In the event of defective or incomplete delivery, we shall be entitled to withhold payment on a pro rata basis until proper performance.
6.4 In the case of advance payments, the Contractor shall, upon request, provide an appropriate
security, e.g. a bank guarantee, upon request.
7 Provisions
We retain title to all parts and components provided to the Contractor. The parts and components provided by us shall be used exclusively for processing and for the fulfillment of the order. In particular, resale by the contractor is expressly prohibited. We retain ownership of the parts and components provided even after processing and assembly by the contractor.
8. warranty
8.1 The Contractor guarantees that all deliveries/services comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, trade associations and professional associations. The Contractor further guarantees that all delivered goods are free of defects and comply with our requirements. This applies in particular to all production materials, which must comply with the ROHS Directive 2002/95/EC (latest version). If deviations from these regulations are necessary in individual cases, the contractor must obtain our written consent. The Contractor’s liability for defects shall not be limited by such consent. If the Contractor has reservations about the type of execution requested by us, he must inform us of this in writing without delay. The Contractor undertakes to use environmentally friendly products and processes for its deliveries/services and also for subcontracted or ancillary services of third parties within the scope of economic and technical possibilities. The Contractor shall be liable for the environmental compatibility of the products and packaging materials supplied and for all consequential damage resulting from the violation of the statutory disposal obligations. Upon our request, the contractor shall issue a certificate of quality for the delivered goods.
8.2 Insofar as certificates of material tests have been agreed, they shall form an integral part of the delivery and shall be sent to us together with the delivery.
8.3 As a socially responsible and ethically correct company, we observe compliance with the international standard Social Accountability 8000 (http://www.sa8000.org) and expect the same from our contractors. Should we determine that this standard is being violated, we reserve the right to
we reserve the right to terminate the contract – if necessary also extraordinarily.
8.4 We shall immediately notify the Contractor in writing of any obvious defects in the delivery/service as soon as they are discovered in the ordinary course of business, but no later than 14 calendar days after receipt of the delivery by us.
8.5 Defects in the delivery/service notified during the warranty period, which also include the non-achievement of guaranteed data and the absence of quality specifications/guarantees, shall be notified to us in writing.
8.5 Defects in the delivery/service notified during the warranty period, which also include the non-achievement of guaranteed data and the absence of quality specifications/guarantees, shall be remedied by the Contractor upon request without delay and free of charge, including all ancillary costs, at our discretion by repair or replacement of the defective parts or new delivery. After the unsuccessful expiry of a reasonable period set by us for rectification or new delivery, we shall also be entitled to the statutory rights of rescission, reduction and compensation.
8.6 If the Contractor fails to meet its obligations under the liability for defects within a
liability for defects within a reasonable period set by us, we shall be entitled to take the necessary
take the necessary measures ourselves or have them taken by third parties at the expense and risk of the Contractor. In urgent cases, we may, after consultation with the Contractor, carry out the rectification ourselves or have it carried out by a third party. Minor defects may be remedied by us ourselves – in fulfillment of our duty to minimize damage – without prior coordination, without this limiting the Contractor’s obligation under the liability for defects. We may then charge the contractor with the necessary
charge the Contractor with the necessary expenses. The same shall apply if unusually high damage
threatened.
8.7 Our rights on account of a defect shall be subject to the statutory period of limitation
(§ 438 BGB), however, 3 years for major projects 5 years. The warranty period shall commence with the handover of the delivery item to us or to a third party designated by us at the place of receipt or use specified by us. In the case of devices, machines and plants, the warranty period shall commence on the acceptance date stated in our written acceptance declaration.
8.8 If we submit a written notice of defects within the limitation period pursuant to 8.6, the limitation period shall not commence before the expiry of 6 months from receipt of the notice of defects by the supplier. A written notice of defects shall also be deemed to be a notice of defects sent by fax or e-mail. The notice of defect shall be deemed to have been given within the limitation period if it was sent by us before the expiry of the limitation period.
8.9 For delivery parts which could not remain in operation during the investigation of a defect and/or the rectification of the defect, a current warranty period shall be extended by the time of the interruption of operation. For repaired or newly delivered parts, the warranty period shall recommence upon completion of the repair or, if acceptance has been agreed, upon acceptance. If necessary, acceptance must be requested from us in writing.
8.10 We reserve the right of recourse against the Contractor if we had to take back products manufactured and/or sold by us as a result of the defectiveness of the subject matter of the contract delivered by the Contractor or if the purchase price was reduced due to this or if claims were made against us in any other way due to this. It is not necessary to set a deadline for our defect rights. We shall be entitled to demand reimbursement from the Contractor of the expenses which we had to bear in relation to our customers, because our customer shall have a claim against us for reimbursement of the expenses necessary for the purpose of subsequent performance, in particular material, labor, transport and travel costs.
9. product liability
9. the contractor shall be obliged to indemnify us against all claims for damages or other claims of third parties which are due to the fact that the contractor is responsible for a defect in his deliveries.
9.2 The Contractor shall therefore also be obliged to reimburse any expenses in accordance with the statutory provisions arising from or in connection with a recall or warning action carried out by us. We shall inform the Contractor about the content and scope of the measures to be carried out – to the extent possible and reasonable – and give him the opportunity to comment.
9.3 The Contractor undertakes to take out product liability insurance in an appropriate
appropriate amount, but at least EUR 2 million, insuring him against all risks arising from product liability, including the risk of recall. The insurance policy shall be presented to us for inspection upon request. If we are entitled to further claims for damages, these shall remain unaffected.
9.4 The Contractor shall carry out quality assurance of a suitable type and scope and in accordance with the latest state of the art and shall provide us with evidence thereof upon request. The Contractor shall conclude a corresponding quality assurance agreement with us, insofar as we deem this necessary.
concluded with us.
10. property rights
10.1 The Supplier warrants that all Deliveries are free from third party intellectual property rights and, in particular, that the delivery and use of the Deliverables do not infringe any patents, licenses or other intellectual property rights of third parties.
third parties.
10.2 The Contractor shall indemnify us and our customers against claims of third parties arising from any infringements of industrial property rights and shall also bear all costs incurred by us in this connection.
10.3 We shall be entitled to obtain permission to use the relevant delivery items and services from entitled parties at the expense of the contractor.
11. retention of title
11.1 We recognize the simple, extended and expanded retention of title of the Contractor. However, title shall pass to us at the latest when and to the extent that we have paid for the respective delivery.
11.2 We do not recognize a reservation of title to the tools manufactured by the contractor. The contractor manufactures the tool for us on our behalf and for our account, so that we have the unrestricted right of ownership to the tool created.
12 General Provisions
12.1 If the contractor ceases to make payments, if a provisional insolvency administrator is appointed or if insolvency proceedings are instituted against the assets of the contractor, we shall be entitled to rescind the contract in whole or in part without any claims against us being
claims against us can be derived therefrom.
12.2 The Contractor shall not be entitled to pass on the order or essential parts of the order to third parties without our prior written consent.
12.3 The Contractor declares its revocable consent to the fact that disclosed
personal data in compliance with the statutory provisions.
processed in accordance with the statutory provisions.
13. Severability Clause
13.1 Should individual provisions of these General Terms and Conditions of Purchase be or become void, the remaining provisions shall remain valid.
14 Applicable Law, Place of Performance and Jurisdiction
14.1 The law applicable in the Federal Republic of Germany shall apply. The application of foreign law or the UN Convention on Contracts for the International Sale of Goods is excluded.
14.2 The place of performance shall be Norden.
14.3 If the Contractor is a merchant, the place of jurisdiction for all disputes arising from the contractual relationship shall be Norden. However, we shall be entitled to sue the Contractor at any other court where a place of jurisdiction is established, in particular at the Contractor’s place of residence or place of business.
15 Confirmation of Compliance with the REACH Regulation EC 1907/2006
With the implementation of the REACH regulation we pursue, in the interest of our customers, a high product safety. Therefore, we request you, as our supplier, to inform us immediately in accordance with the notification obligation of the REACH Regulation, Article 33, if more than 0.1 mass percent of the substances classified by the ECHA as Substances of Very High Concern according to the Candidate List are contained in one of the products or articles delivered to us.
In order to continue to provide safe products to our customers, we are committed to using only REACH-compliant substances and articles.