General Terms & Conditions of Purchase
I. General, scope of application
All our business relationships with our business partners and suppliers (hereinafter: "Seller") shall be governed by these General Terms and Conditions of Purchase (GTCP).
The GPC apply in particular to contracts for the sale and delivery of movable items (goods), irrespective of whether the Seller manufactures the goods itself or purchases them from suppliers. The GPC shall apply in their respective version at the time of conclusion of the contract as a framework agreement.
These GPC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Seller shall only be binding on us if we expressly acknowledge them in writing; this requirement shall apply in any case, even if we accept the service without reservation in the knowledge of the Seller's General Terms and Conditions.
Agreements, collateral agreements, assurances and other promises deviating from these terms and conditions in individual cases shall take precedence over these terms and conditions. A written contract or our confirmation in text form shall be decisive for the content of such agreements.
Legally relevant declarations and notifications to be made to us by the seller after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be made in writing to be effective.
References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.
II. Conclusion of contract
Our order shall be deemed binding at the earliest upon submission in text form or confirmation. The Seller shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance.
The Seller is obliged to confirm our order in writing within a period of 2 weeks (acceptance). A delayed or amended acceptance shall be deemed a new offer and requires our acceptance.
III. Prices, terms of payment
The price stated in the order is binding. All prices are inclusive of statutory value added tax, unless this is shown separately.
Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transportation costs including any transport and liability insurance). The Seller shall take back packaging material at our request.
The agreed price shall be due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% discount on the net amount of the invoice.
The default interest shall be 5 percentage points above the base interest rate per annum. The statutory provisions shall apply to the occurrence of our default, whereby a reminder is required.
We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims against the seller arising from incomplete or defective services.
The Seller shall only have a right of set-off or retention in the case of legally established or undisputed counterclaims.
IV. Processing, retention of title
Any processing, mixing or combination (further processing) of items provided by the seller shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
The transfer of ownership of the goods to us must take place unconditionally and without regard to the payment of the price. However, if in individual cases we accept an offer from the seller to transfer ownership conditional on payment of the purchase price, the seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple reservation of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.
V. Delivery time, delay in delivery, performance, delivery
The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, delivery must be made immediately. The seller is obliged to inform us immediately in writing if he is not likely to be able to meet agreed delivery times - for whatever reason.
If the Seller fails to perform or fails to perform within the agreed delivery period or is in default, our rights - in particular to rescission and damages - shall be determined in accordance with the statutory provisions. The provisions in paragraph 3 remain unaffected.
If the Seller is in default, we may - in addition to further statutory claims - demand lump-sum compensation for our damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late in total. We reserve the right to prove that we have incurred higher damages. The seller reserves the right to prove that we have incurred no or only a significantly lower loss.
Delivery within Germany shall be "free domicile" to the place specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our place of business. The respective place of destination is also the place of performance (obligation to be performed at creditor's domicile).
VI. Warranty
The statutory provisions shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the seller, unless otherwise specified below.s bestimmt ist.
In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. All metals delivered to us must be free of explosives and parts suspected of being explosive and free of radiation.
The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects, with the proviso that the manner shall be determined by the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case.
Our obligation to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) shall be deemed to be immediate and timely if it is received by the Seller within 5 working days.
Otherwise, we shall be entitled to reduce the purchase price or withdraw from the contract in the event of a material defect or defect of title in accordance with the statutory provisions. We shall also be entitled to compensation for damages and expenses in accordance with the statutory provisions.
Our statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 478, 479 BGB) shall accrue to us without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the seller that we owe our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
VII. Foreign transactions
In the case of import and export transactions or such transactions which are based on an official permit, our transactions shall be subject to the approval of the competent authorities.
The Seller undertakes to comply with all statutory provisions of German, European and international law on foreign trade that may be applicable to the contractual relationship, in particular with regard to country-related embargoes as well as personal and financial embargoes. In this context, the Seller shall check the origin of the products in the supply chain and the requirements for their further distribution to us on its own responsibility and inform us immediately in text form in the event of possible conflicts.
In the event of a breach of the above obligations, the Seller shall indemnify us against all claims brought against us by third parties, including official bodies, due to a breach of foreign trade regulations and shall reimburse all necessary expenses in connection with this claim; this claim shall not exist if the Seller proves that it is neither responsible for the breach of duty nor should have been aware of it at the time of delivery of the products if it had exercised due commercial care.
We shall be entitled to cancel the delivery in question immediately and free of charge in the event of justified suspicion of a problematic import under foreign trade law.
VIII. Statute of limitations
The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.
Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims in rem (§ 438 Para. 1 No. 1 BGB) shall remain unaffected.
The limitation periods under sales law, including the above extension, shall apply - to the extent permitted by law - to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.
IX. Place of jurisdiction; choice of law
The place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of the company. At our discretion, we may also sue the Seller at the court responsible for its registered office.
These GTCP and the underlying contractual relationship shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
X. Data protection
We store data within the scope of our mutual business relationships in accordance with the German Federal Data Protection Act (BDSG).