GENERAL PURCHASING CONDITIONS
I. General, Scope
- These General Terms and Conditions of Purchase (GPC) apply to all of our business relationships with our business partners and suppliers (hereinafter: "Seller").
- The GPC apply in particular to contracts for the sale and delivery of movable objects (goods), regardless of whether the seller manufactures the goods himself or buys them from suppliers. The GPC apply in their respective version at the time of the conclusion of the contract as a framework agreement.
- These GPC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the seller are only binding for us if we expressly acknowledge them in writing; this requirement applies in any case, even if we unconditionally accept the service with knowledge of the general terms and conditions of the seller.
- In individual cases deviating agreements, side agreements, assurances and other commitments take precedence over these conditions. A written contract or our confirmation in text form is decisive for the content of such agreements.
- Legally relevant declarations and notifications that the seller must submit to us after the 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 legal regulations are only for clarification purposes. The statutory provisions therefore apply even without such a clarification, unless they are directly amended or expressly excluded in these GPC.
II. Conclusion of Contract
- Our order is binding at the earliest when it is submitted in writing or when it is confirmed. The seller must inform 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 required to confirm our order in writing within a period of 2 weeks (acceptance). A delayed or changed acceptance counts as a new offer and requires acceptance by us.
III. Prices; Terms of Payment
- The price stated in the order is binding. All prices include the statutory sales tax, if this is not shown separately.
- Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the seller (e.g., assembly, installation) as well as all ancillary costs (e.g., proper packaging, transport costs including any transport and liability insurance). The seller must take back packaging material at our request.
- The agreed price is due for payment within 30 calendar days of complete delivery and service (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller grants us a 3% discount on the net amount of the invoice.
- The default interest is 5 percentage points annually above the base rate. The statutory provisions apply to the occurrence of our default, whereby a reminder is required.
- We are entitled to set-off rights and rights of retention as well as the defense of a non-fulfilled contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we are still entitled to claims against the seller from incomplete or inadequate services.
- The seller has a right of set-off or retention only in the case of legally established or undisputed counterclaims.
IV. Processing, Retention of Title
- Processing, mixing or connection (further processing) of provided objects by the seller is carried out for us. The same applies to further processing of the delivered goods by us, so that we are considered the manufacturer and acquire ownership of the product at the latest with further processing in accordance with legal regulations.
- The transfer of ownership of the goods to us must take place unconditionally and regardless of the payment of the price. However, if we accept an offer of transfer of ownership by the seller due to the payment of the purchase price in individual cases, the seller's retention of title expires at the latest with the payment of the purchase price for the goods delivered. In the ordinary course of business, we remain authorized to resell the goods, even prior to payment of the purchase price, with advance assignment of the resulting claim (alternatively, application of the simple retention of title extended to the resale). In any case, all other forms of retention of title are excluded, in particular the extended, forwarded and extended retention of title 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 not otherwise agreed, delivery must be made immediately. The seller is obliged to inform us immediately in writing if he is unlikely to be able to meet the agreed delivery times - for whatever reason.
- If the seller does not provide his service or does not perform within the agreed delivery time or if he is in default, our rights - in particular withdrawal and damages - are determined according to the statutory provisions. The regulations in Paragraph 3 remain unaffected.
- If the seller is in default, we can - in addition to further legal claims - demand lump-sum compensation for our damage caused by delay in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the delayed goods. We reserve the right to prove that we incurred greater damage. The seller reserves the right to prove that we did not suffer any damage or that we only suffered significantly less damage.
- Delivery within Germany is "free" to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery must be made to our place of business. The respective destination is also the place of performance (obligation to deliver).
- The statutory provisions apply to our rights in the event of material and legal defects in the goods (including incorrect and short deliveries 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.
- According to the statutory provisions, the seller is particularly liable for ensuring that the goods have the agreed quality when the risk passes to us. All metals supplied to us must be free of explosives and parts that are suspected of being explosive as well as radiation-free.
- The statutory provisions (§§ 377, 381 HGB) apply to the commercial inspection and notification obligation, with the proviso that the manner is based on the extent to which an inspection is feasible in the normal course of business, taking into account the circumstances of the individual case.
Our obligation to give notice of defects that are discovered later remains unaffected. In all cases, our complaint (notification of defects) is deemed to be prompt and timely if it is received by the seller within 5 working days.
- In addition, we are entitled to reduce the purchase price or withdraw from the contract in the event of a material or legal defect in accordance with the statutory provisions. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.
- We are entitled to our legally determined recourse claims within a supply chain (supplier recourse according to §§ 478, 479 BGB) in addition to the claims for defects. In particular, we are entitled to demand exactly the type of supplementary performance (repair or replacement delivery) from the seller that we owe to our customers in individual cases. This does not restrict our statutory right to choose (Section 439 (1) BGB).
VII. Foreign Business
- In the case of import and export transactions or those contracts based on official approval, our contracts are subject to the approval of the responsible authorities.
- The seller undertakes to comply with all legal requirements of German, European and international law on foreign trade that may be applicable to the contractual relationship, in particular with regard to country-specific embargoes as well as personal and financial embargoes. In this context, the seller will check the origin of the products in the supply chain as well as the requirements for their further distribution to us on his own responsibility and inform us immediately in text form in case of possible conflicts.
In the event of a violation of the abovementioned obligations, the Seller shall indemnify us against all claims asserted against us by third parties, including official bodies, due to a breach of foreign trade regulations and reimburse all necessary expenses in connection with this claim; this claim shall not exist insofar as the Seller proves that it is neither responsible for the breach of obligation nor should have been aware of the breach of obligation by exercising commercial diligence at the time of delivery of the products.
We shall be entitled to cancel the relevant delivery immediately and free of charge in the event of justified suspicion of an import that is problematic under foreign trade law.
VIII. Statute of Limitations
- The mutual claims of the contracting parties expire according to the statutory provisions, unless otherwise specified below.
- In deviation from Section 438 (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 also applies to claims based on defects of title, whereby the statutory limitation period for real claims for surrender by third parties (Section 438 (1) No. 1 BGB) remains unaffected.
- The statute of limitations of the sales law, including the above extension, apply - to the legal extent - for 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 (§§ 195, 199 BGB) applies, unless the application of the limitation periods of the sales law in individual cases leads to a longer limitation period.
IX. Place of jurisdiction; Choice of law
- The place of jurisdiction for all disputes arising from the contractual relationship is the company's registered office. At our option, we can also sue the seller at the court responsible for his registered office.
- The law of the Federal Republic of Germany applies to these general terms and conditions of purchase and the underlying contractual relationship, excluding the UN sales law.
We store data as part of our mutual business relationships in accordance with the Federal Data Protection Act (BDSG).