General purchasing conditions
1. The binding force of our purchasing conditions and our technical purchase specifications
The following conditions are exclusively binding for technical purchase specifications and the processing of orders issued by us. Any other or any deviating terms and conditions of business and delivery of the supplier are hereby contradicted and regarded as waived. We only recognise deviations if they are approved by us in writing. Approved deviations only apply to the transaction for which they were agreed and must be confirmed as new for each new order. Our employees are not authorised to agree on the validity of delivery notes, receipts of delivery and similar, other than stipulated in these purchasing conditions.
2. Conclusion of contract
Only the orders or purchase orders issued by us in writing are legally binding. Agreements or orders issued over the telephone or verbally, even if they are contained in a written confirmation, are only binding for us upon our written confirmation. The purchase order is considered implicitly accepted by the supplier unless the contrary is specified within a week.
The prices indicated by us are in EURO, inclusive of transportation charges, inner and outer packaging and excluding value added tax.
Price increases – for any reason – require our explicit approval.
If, at the point of placing the order, the price is not yet fixed, this must be given to us no later than when the order is confirmed. In this case, however, we have the right to withdraw free of charge within one week after receipt of the order confirmation of our purchase order.
4. Risk assumption
The risk of deterioration, destruction and dispatch of goods is only passed on to us at the point when the goods have reached the agreed place of use.
5. Product selection
Energy-related performance criteria are taken into consideration when selecting the relevant products.
6. Delivery dates and deadlines
In case of late delivery – also non-culpable – we are entitled to withdraw from the purchasing contract after granting a grace period. We may retain partial deliveries and withdraw from the rest of the contract. If a fixed date transaction as stipulated by Section 376 of the German Commercial Code has been agreed, we are entitled to withdraw from the contract if the delivery date and deadline is exceeded by the supplier, or to demand compensation due to non-fulfilment in the case of supplier delay. The same also applies in regard to the total service if the partial deliveries exceed the fixed deadlines. We retain the partial deliveries, we may withdraw from the rest of the contract. In the event of a fixed transaction, we are entitled to demand, at our discretion, either the difference between the agreed purchasing price and the exchange or market price – at the place of performance, or the additional costs for a covering purchase as compensation.
We are free to choose how the covering purchase should be made and we are not obligated to make the purchase by means of public auction or from the persons indicated in Section 376 of the German Commercial Code. The period in which the covering purchase must take place should not exceed 2 weeks, beginning at the point of the delivery delay notice. In the event of a delay, the supplier is also obligated to compensate for damages that are incurred for our customers due to the late delivery.
As soon as the supplier recognises, or will have recognised due to their due diligence, that the stipulated delivery dates and deadlines are expected not to be completely or partly adhered to, he is also obligated, depending on the circumstances, to immediately inform us in writing. The reasons for and expected length of the delay must be indicated. The supplier is incumbent to prove that he is not to blame for any delay in informing us of this. If the supplier does not comply with the obligation to inform us, he is obligated to compensate us for the resulting damages.
For each contract for work or for materials, our approval must be obtained either from the supplier’s plant or from us, at our discretion.
In cases of force majeure, as well as operational disruptions, strikes, lockouts, unrest, administrative orders or similar, which do not lie in our sphere of influence, we are released from the obligation to accept the goods ordered and we are entitled to withdraw from the contract free of charge, in whole or in part, not only for temporary delays in performance. In these cases, all claims against us are excluded.
In all other cases, we are entitled to defer acceptance up to one month, without the supplier being able to assert any additional claims or other rights against us resulting from this. If the acceptance is deferred for longer than one month and we have advised this delay in acceptance, the supplier may claim for only the true and proven additional expenses. Further claims are excluded.
The supplier must pass on all documents regarding the goods to us (completed warranty certificates, test certificates, manuals, installation instructions and similar) free of charge when the goods are delivered.
10. Shipment of goods
Shipment occurs at the expense and risk of the supplier, free of charge, to the shipping address indicated by us.
Each delivery must include a delivery note indicating our order, our order date and the contents.
The order number listed in our order form must be indicated on all correspondence, such as dispatch notes, delivery notes and invoices.
Invoices must be filed in duplicate immediately after shipping goods.
12. Payment conditions
Payments shall be made after delivery and receipt of invoice within 30 days with a 3% discount or within 60 days without deduction.
All of the material goods / services rendered by the suppler correspond to the latest state of technology, the relevant legal provisions and the guidelines issued by authorities, trade associations and professional associations.
For longer business relationships, the suppler is obligated to immediately inform of any changes in the production process if this has an effect on the quality and suitability of the goods.
Within the scope of economic and technical possibility, the supplier will manufacture the contractually agreed products and services in the most environmentally-friendly manner possible.
In the case of the delivery of faulty goods or the creation of a faulty product, we have the right to statutory defect claims.
Faulty goods may be sent back at the expense and risk of the supplier.
The defect claims expire, provided that the supplier has not maliciously concealed the fault, after 2 years from the point of delivery or acceptance of the material goods or other services.
Provided that Sections 377 and 378 of the German Commercial Code apply, the notice of defects is punctual if it is dispatched within 8 working days, calculated from the point of delivery or discovery of a defect that was not initially apparent.
If no security is agreed for the removal of defects and a reason to open insolvency proceedings against the asserts of the vendor exists, we are entitled to keep a security deposit to the amount of 3 per cent of the net order sum until the expiry of the period of limitation for defect claims.
14. Assumption of liability
The supplier bears liability for all damages caused by them and indemnifies us in these cases of all liability claims by third parties. Furthermore, they will take all necessary measures to limit or rectify damages caused by them.
15. Delivered materials
If materials that are owned by us are delivered to the supplier, these remain our property. Handling and processing the materials is carried out by the supplier only for us. In cases of processing or combining the materials with other goods that do not belong to us, we are entitled to the resulting co-ownership of the object in proportion to the value of the delivered materials to the other processed goods at the point of processing or combination, until the acquisition of full ownership. If the supplier acquires sole ownership of the new object, then the contracting parties agree that the supplier grants us co-ownership of the new object proportion to the value of the processed or combined materials.
If the supplier damages the materials delivered by us or processes these in an unauthorised manner, he must compensate us for the resulting damages.
We are entitled to offset all of our claims against the supplier that have resulted from this contract or from previous transactions with claims from the supplier. In the case of mutual business relations, we can offset with counter-claims in any form whatsoever.
17. Assignment prohibition
Any requirements of the supplier resulting from the business relationship with us cannot be assigned to third parties or encumbered with third-party rights.
18. Place of fulfilment
The place of fulfilment for all rights and obligations arising from the business relationship is Mahlberg or a location determined by us. In commercial transactions, the place of fulfilment for payments is Bielefeld.
19. Place of jurisdiction
The place of jurisdiction is Bielefeld.
20. Applicable law
The application of the standard international purchasing law is excluded. For the entire legal relationship with us, German law applies.
21. Invalidity of section of the contract
If any section of the above conditions is or becomes invalid, the validity of the other sections remains unaffected. The invalid provision is replaced by a valid provision that most closely approximates the economic intent of the invalid provision.
As of: 01/03/2016