General terms and conditions of purchase

 

The following conditions apply exclusively to our current and future orders. We hereby expressly exclude the supplier’s General Terms and Conditions of Sale and Delivery. They shall not become binding even if we accept the supplier’s deliveries and/or make payment
and/or if we do not expressly exclude them following receipt of the confirmation of order.

I. The following conditions apply both to purchase contracts and to work contracts.

II. Orders

1. Delivery contracts (order and acceptance) and delivery call-offs as well as amendments
of same must be in writing.

2. We shall be entitled to revocation if the supplier does not accept the order within 2 weeks of its receipt. Delivery call-offs by us become binding at the latest if the supplier does not contradict them within 2 weeks after receipt.

3. We retain the ownership and copyright to all illustrations, drawings, calculations and other documents; they may not be disclosed to third parties without our express written agreement. They are to be used exclusively for production on account of our order; they must be kept secret from third parties.

III. Prices

1. Unless agreed otherwise, the prices contained in our order are fixed prices for the duration of the contract. Additional claims of any kind are excluded. In exceptional cases where the prices have not been agreed upon beforehand, the contract shall only come
into existence if the prices stated by the supplier in the confirmation of order have been confirmed by us in writing.

2. The prices are carriage paid to our works including packaging and all additional costs.
Costs arising from the disregard of our dispatch regulations shall be borne by the
supplier. We are under no obligation to pay for shipment in advance.

IV. Delivery dates and deadlines

1. The delivery deadlines specified in our order are binding. The delivery of the goods to us or to a receiving centre designated by us shall be decisive for adherence to the delivery deadlines. In the case that the delivery deadline is exceeded, we shall be entitled to assert claims for compensation of damages due to the delay in delivery.

2. Furthermore we shall also be entitled in the case of the delivery deadline being exceeded to demand compensation for damages instead of the performance and to withdraw from the contract, provided we have granted the supplier an appropriate grace period for performance and delivery and this was unsuccessful.

3. If it should become apparent that the delivery deadline cannot be met, the supplier must inform us immediately in writing, stating the reason and the expected duration of the delay. Notwithstanding that, the exceeding of the delivery deadline activates the legal consequences of delay, unless the exceeding of the deadline is proven to be caused by force majeure or industrial disputes at the supplier’s place of business for which the supplier is not at fault.

4. In the case of the delivery deadline being exceeded as a consequence of force majeure or industrial disputes that are not the fault of the supplier, we shall be entitled either to demand the execution of the order at a later time, without the supplier deriving any claims from this, or, following the fruitless expiry of an  appropriate grace period, to withdraw partly or entirely from the contract.

5. Even in the case of differences of opinion and the resulting judicial disputes between the supplier and us, work/deliveries must continue without interruption and the agreed dates must be kept.

V. Provisions

1. The supplier is liable to us for the loss of, or damage to items provided by us. We are to be informed immediately in case of any legal or de facto impairment of such items.

2. The materials provided by us are treated and processed on our behalf and remain our property during the treatment and processing stage. In the case of processing together with other items not belonging to us, we shall be entitled to ownership of the newly manufactured item in the ratio of the value of our provision to the value of all items used in the manufacture as well as the supplier’s expenditure for its processing. To that extent the supplier keeps the items for us free of charge. The same applies if our property
ceases to exist through mixing or blending.

Vl. Termination
If application is made for insolvency proceedings to be opened against the supplier or if circumstances come to our attention that suggest inability of the supplier to pay, we shall be entitled to terminate the existing contractual relationship without notice and without
the supplier being entitled to claims for performance or for compensation of damages as a result.

Vll. Retention of title

1. We and the supplier are agreed that ownership of the goods shall be transferred to us on delivery of the goods to us or to a third party designated by us.
We expressly exclude any retention of title contained in the suppliers General Terms of Sale and Delivery (simple retention, extended retention, expanded retention, processing retention, group retention).

2. We also retain the ownership of tools; the supplier is obligated to use the tools exclusively for manufacturing the goods ordered by us. The supplier is obligated to
insure tools belonging to us against fire, water damage and theft, the sum insured being equivalent to the new value of the tools. At the same time the supplier  surrenders all claims for damages from this insurance here and now to us. We hereby accept said surrender. The supplier is obligated to carry out all necessary service and inspection work on our tools as well as all maintenance and repair work at its own expense. The
supplier must report all faults to us immediately; if it culpably fails to do so, we shall be entitled to demand payment of damages due to a breach of obligation.

Vlll. Warranty

1. The supplier is wholly responsible for its entire performances, the agreed properties, the contractually specified use or the normal use and properties, the use of flawless materials, the keeping of given guarantees and the fulfilment of the safety regulations of the authorities and professional associations and the recognised technical rules.

 

2. The supplier bears the risk of coincidental destruction or degradation of the rendered performance until acceptance by us (work contract) or until delivery (purchase contract).

3. Work contract

If the case of delivery of defective goods we shall be entitled to demand the rectification of the defect or supplementary performance. If the supplier does not comply within the grace period set by us, we shall be entitled to rectify the defect ourselves and to demand
the reimbursement of the necessary expenses or to withdraw from the contract and to demand the payment of damages instead of the performance. In urgent cases we are not obligated to set a grace period for the  rectification of defects or subsequent delivery.
If the supplier complies with its obligation to rectify the defect or deliver a replacement, the warranty period shall be extended by the time period from the complaint to the
acceptance of the defect rectification work or to the delivery of the replacement, whichever the case may be.

4. Purchase contract

In the case of delivery of defective goods we shall be entitled to demand the rectification of the defect or the delivery of goods free from defects. If the supplier does not rectify the defects within the grace period set by us, or if the supplier does not deliver goods free from defects within the grace period, we shall be entitled to reduce the remuneration or to withdraw from the contract and demand payment of damages instead of the performance.


5. The warranty period for both for work or sales contracts is a uniform 24 months, starting from the date of acceptance or the date of delivery.

IX. Product liability

1. To the extent that the supplier is responsible for product damage, it is obligated to indemnify us on first demand against third party claims for compensation of damages to the extent that the cause lies within its domain and organisational area and that it is liable
itself in relations to the outside.

2. Within the scope of its liability for cases of damage as defined in paragraph 1, the supplier is also obligated to reimburse any expenses incurred in conjunction with the case of damage. Other legal claims are not affected by this.

3. The supplier undertakes to take out and maintain product liability insurance with a lump sum insured of 5.0 million € per case of personal injury/damage to property; if we are entitled to further claims for damages, then these remain unaffected.

X. Rendering of invoices

1. All invoices are to be rendered in triplicate immediately after delivery or performance, but at the latest by the 5th day of the month following delivery.

2. In no case may invoices be attached to deliveries.

3. Invoices not received by the deadline shall only be settled at the end of the month following the receipt of the invoice under unchanged conditions and without remuneration of interest.

XI. Payment

1. Payment shall be made subject to orderly fulfilment of the contract and the correctness of prices and calculations. Our payment does not relieve the supplier of its warranty obligation.

2. Payment shall be made using the method of payment of our choice within 21 days of receipt of the invoice with 3% discount or by the end of the month following the delivery in cash without deduction.

3. We are entitled to offset the supplier’s demands partly or wholly with our own demands, even if the offset is based on different contractual relationships.

XII. Requirement to give notice of defects

1. In case of obvious defects in the supplier’s performance, we can give notice of defects within a period of 14 days starting with the acceptance/delivery. As far as work contracts are concerned, the supplier waives the reservation of the notice of defect on acceptance.

2. The requirement to give notice of defects within 14 days also applies to hidden defects. The period starts on the day on which we discover the hidden defect.

XIII. Surrender

Without our written agreement the supplier cannot surrender its contractual claims against us either wholly or in part to third parties, with the exception of surrender to its financing bank. We are entitled to declare a set-off against the bank also with counterclaims which we acquire against the supplier after the notice of the surrender.

XIV. Packaging

As far as packaging of the delivery article is necessary or usual, the supplier must ensure adequate packaging. In case of return carriage-paid, the packaging is to be
refunded to us in the amount contained in the agreed price.

XV. Transfer of rights

Without our express written agreement the supplier may not transfer rights from the contract either wholly or partly to third parties (subcontractors).

XVI. Place of fulfilment and place of jurisdiction

1. Place of fulfilment is the receiving centre specified by us.

2. Exclusive place of jurisdiction for all disputes is Lünen.

XVII. General provisions

1. The contractual relationships are governed by the laws of the Federal Republic of Germany. The application of any international agree goods is excluded.

2. Amendments and additions to the contract shall only be effective in written form.

3. If one or more provisions or one or more clauses of the individual contract are or become ineffective, this shall not affect the effectiveness of the other provisions of the contract.

 
 

 

 

 

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