§ 1 General – Scope of application
1. Our Terms and Conditions of Purchase apply exclusively; we do not recognise any supplier terms and conditions that conflict with or vary from our Terms and Conditions of Purchase, unless we have expressly agreed their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the supplier’s delivery without reservation in the knowledge that the supplier’s terms and conditions conflict with or vary from our Terms and Conditions of Purchase.
2. All agreements made between us and the supplier for the purpose of executing this contract must be set out in writing in this contract.
3. The contractual relationship and all other legal relationships shall be governed exclusively by the law applicable to our place of business to the exclusion of the standard laws on the sale of goods in the Hague Convention on Contracts for the International Sale of Goods and the United Nations Convention on Contracts for the International Sale of Goods.
Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier.
§ 2 Offer – Offer documents
1. The contract is entered into when our order is accepted within a period of 5 working days. The supplier must declare acceptance in writing, preferably by sending a duplicate of this order signed by them.
2. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; these may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us unprompted. They must be kept secret from third parties.
§ 3 Prices
1. The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery “DDP Rodenberg” (Incoterms 2020), including packaging. Shunting costs, drayage, etc. shall be borne by the supplier. If we are invoiced for packaging contrary to this agreement, the supplier must take this back at the invoiced price. The packaging will then be returned postage unpaid.
2. Prices do not include statutory VAT; this will be itemised separately on the invoice at the statutory rate on the day of invoicing.
3. All invoices must be sent in duplicate to the order address. We can only process invoices that – in accordance with our order specifications – state the order number shown thereon; the supplier is responsible for all consequences arising from non-compliance with this obligation.
4. Unless otherwise agreed in writing, we shall pay the purchase price within 30 days of delivery and receipt of the invoice with a 3% discount, or net within 60 days of receipt of the invoice. The timing of the payment will be determined by receipt of the transfer order by the bank.
5. We shall have rights of offsetting and retention to the extent permitted by law.
§ 4 Delivery time
1. The delivery time stated in the order is binding.
2. The supplier must inform us immediately in writing if circumstances arise or they become aware of circumstances which indicate that the agreed delivery time cannot be met.
3. Early deliveries, partial deliveries and variations in quantity are only allowed with our prior written consent. We shall be entitled to refuse acceptance of the delivery at no cost in the event of early deliveries, partial deliveries and excess deliveries.
4. In the event of a delay in delivery, we shall be entitled to demand liquidated damages for delay amounting to 1% of the delivery value per completed week, subject to a maximum total of 10%; we reserve the right to assert further statutory claims. The supplier shall be entitled to prove to us that no damage or significantly less damage has been incurred as a result of such delay.
5. If we are in default of acceptance or debtor’s default, the supplier’s claim for compensation for expenses shall be limited to 0.5% of the delivery value per completed week, unless the delay is due to intent or gross negligence.
§ 5 Transfer of risk – Documents – Item number – Methods and times of delivery
1. Unless otherwise agreed in writing, delivery shall be free domicile. The goods are transported at the expense and risk of the supplier.
2. The supplier must state our order number, the order item number, the order date and our item number on all order confirmations, invoices, shipping documents and delivery notes. They must also state the number of packages, the package number, the package weight and the consignment weight on the delivery note. In the event of failure to do so, we shall not be responsible for delays in processing.
3. A delivery note must be enclosed with each consignment. The delivery note must be attached to the shipping documents in the case of closed large consignments and to one of these containers in the case of consignments with several containers, which must be labelled accordingly.
4. Palletised goods must be delivered by type. In the case of mixed pallets, individual items must be combined into one package (carton or similar) with appropriate external labelling of the contents (package no., order no., order item no., item no., quantity, weight).
5. Insofar as a safety data sheet is to be prepared for the item ordered in accordance with statutory provisions, the supplier must enclose this safety data sheet with the delivery documents and the invoice when the first order is placed. They must also send us an updated version of the safety data sheet immediately in the event that the contents of the safety data sheet change. Insofar as ordered items are subject to the Dangerous Goods Ordinance Road and Rail (GGVSE) after classification by the manufacturer/supplier, all prescribed information must be affixed to the products and the corresponding shipping documents. Furthermore, correct labelling of the packages and the permissible transport must be ensured.
6. If the consignment is sent from abroad, it must be accompanied by the commercial invoice when the goods are handed over, as we are Intrastat self-declarers.
7. Deliveries can only be made within our delivery times, which must be queried in advance if necessary.
§ 6 Inspection for defects – Liability for material defects
1. We will check immediately upon receipt of ordered products whether they correspond to the ordered quantity and type as per the delivery note. Furthermore, products are checked for externally recognisable transport damage. If we discover damage or a defect during these inspections, we shall notify the supplier within 10 working days, calculated from receipt of the goods or, in the case of defects which are not immediately apparent, from discovery. We shall have no further obligations to the supplier other than these inspections and notification obligations.
2. We shall be entitled to statutory claims for defects in full; notwithstanding this, we shall be entitled to demand at our sole discretion that the supplier rectify the defect or supply a replacement. In this case, the supplier shall bear all costs incurred of remedying the defect or delivering a replacement. We expressly reserve the right to claim damages, in particular damages for non-performance.
3. The period of limitation is 36 months, calculated from the date of transfer of risk.
§ 7 Product liability – Exemption
1. Insofar as the supplier is responsible for damage to products, they shall indemnify us on first demand against claims for damages by third parties insofar as the cause lies within their sphere of control and organisation and they themselves are liable in relation to third parties.
2. In this context, the supplier shall also be obliged to reimburse any expenses in accordance with Sections 683, 670 German Civil Code (BGB) and Sections 830, 840, 426 German Civil Code (BGB) arising from or in connection with a recall action carried out by us. We will inform the supplier of the content and scope of the recall measures to be carried out – to the extent possible and reasonable – and give them the opportunity to comment. Other legal claims remain unaffected.
§ 8 Schutzrechte
1. The supplier guarantees that no third-party rights within the Federal Republic of Germany are infringed in connection with their delivery.
2. If claims are subsequently asserted against us by a third party on such grounds, the supplier shall indemnify us against these claims upon first written request; in particular, we are not authorised to make any agreements with the third party to agree a settlement without the supplier’s consent.
3. The supplier’s obligation to indemnify relates to all costs necessarily incurred by us by virtue of or in connection with the claim by a third party.
4. The limitation period is ten years, calculated from the date of the contract.
§ 9 Retention of title – Provision of materials – Confidentiality
1. Retention of title rights of the supplier, extended and prolonged retention of title, are hereby expressly rejected. We are entitled to process, transform and sell the deliveries in the ordinary course of business.
2. If we provide parts to the supplier, we reserve the right of ownership of such parts. The supplier shall carry out processing or remodelling on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item pro rata to the value of our item against the other processed items at the time of processing.
3. If the item provided by us is inseparably combined with other items not belonging to us, we shall acquire co-ownership of the new item pro rata to the value of our item subject to retention of title against the other combined items at the time of mixing. If such combination takes place in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis; the supplier shall hold the sole ownership or co-ownership on our behalf.
4. The supplier must keep all illustrations, drawings, calculations and other documents and information received strictly confidential. Such items may only be disclosed to third parties with our express consent. This obligation to confidentiality shall also apply after this contract has been fulfilled; it shall expire should the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided have become generally known.
5. The supplier shall remain solely responsible for drawings, plans, calculations etc. used for the order, even if these have been approved by the customer.
§ 10 Data protection
In accordance with Section 33 Federal Data Protection Act (BDSG), we point out that we process and store all customer and supplier-related data by means of data processing.
$ 11 Final provisions
1. If the supplier is in business, the place of jurisdiction shall be Stadthagen; however, we shall also be entitled to take action against the supplier at the court of their place of business.
2. Unless otherwise agreed, the place of performance shall be the place of delivery as specified in the order.
3. Should individual provisions of the contract with the supplier, including these General Terms and Conditions of Purchase, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.
Last updated: : April 2020