1 The following Terms and Conditions of Purchase (hereinafter referred to as "Terms and Conditions of Purchase") shall apply to all our business relationships with our suppliers (hereinafter referred to as "Seller").
2. unless otherwise agreed, the Terms and Conditions of Purchase in the version last communicated to the Seller in text form at the time of our order shall also apply as a framework agreement for similar future contracts, without the need to refer to them again with each order.
3. our terms and conditions of purchase shall apply exclusively; deviating, conflicting or supplementary general terms and conditions of the seller shall only become part of the contract if and to the extent that we expressly agree to their validity in writing. This requirement of consent shall apply in any case, in particular even if we accept the Seller's deliveries without reservation in the knowledge of the Seller's General Terms and Conditions or if we refer to a letter containing or referring to the terms and conditions of the Supplier or a third party.
4 For the avoidance of doubt, we would like to point out that individual agreements made with the Seller in individual cases (including collateral agreements, supplements and amendments) shall always take precedence over these Terms and Conditions of Purchase. However, subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
5. 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 Terms and Conditions of Purchase.
Legally relevant declarations and notifications by the seller in relation to the contract (e.g. setting a deadline, reminder, cancellation) must be made in writing, i.e. in written or text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, remain unaffected.
1. our order shall only be deemed binding upon submission or confirmation in written or text form.
2. the seller must notify us of obvious errors, such as typing and calculation errors, and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.
3. unless otherwise agreed, the seller is obliged to confirm our order in writing or text form within a period of 14 days. Decisive for the timely acceptance is the receipt of the declaration of acceptance by us. Delayed acceptance shall be deemed a new offer and requires acceptance by us.
4. we are entitled to change the time and place of delivery as well as the type of packaging at any time by written notification with a notice period of at least 5 calendar days before the agreed delivery date. This shall also apply to changes to product specifications insofar as these can be implemented within the framework of the Seller's normal production process without significant additional expense. In these cases, the notification period according to the preceding sentence shall be at least 14 calendar days. We shall reimburse the Seller for any proven and reasonable additional costs incurred as a result of the change. Should such changes lead to delays in delivery which cannot be avoided in the Seller's normal production and business operations with reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The Seller shall notify us in writing in good time before the delivery date, but at least within 3 working days of receipt of our notification in accordance with sentence 1, of the additional costs or delays in delivery to be expected by him on the basis of a careful assessment.
1. the delivery time specified by us in the order is binding. Early deliveries are not permitted. The seller must inform us immediately in writing if he is unlikely to be able to meet agreed delivery times - irrespective of the reasons.
2. if the seller does not perform or does not perform within the agreed delivery period or is in default, our rights - in particular to cancellation and damages - shall be determined in accordance with the statutory provisions. In addition to further statutory claims, we shall be entitled to demand lump-sum compensation for our damage caused by delay in the amount of 0.5 % of the net price per completed calendar week, up to a maximum of 5% of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The seller reserves the right to prove that no damage at all or only significantly less damage has been incurred. This lump sum shall be offset against the other damages caused by delay to be compensated by the seller.
3. unconditional acceptance of the delayed delivery shall not constitute a waiver of claims for compensation.
1. without our prior written consent, the seller is not authorised to make partial deliveries or to have the service owed by him performed by third parties (such as subcontractors).
2 Within Germany, delivery shall be made "free domicile" to the location specified in the order, unless otherwise agreed. Otherwise, delivery shall be made to our registered office in Hattingen. The respective place of destination is also the place of fulfilment for the delivery and any subsequent fulfilment (obligation to deliver).
3. the suppliers of turned parts are obliged to protect the goods against corrosion with an anti-corrosion agent before delivery.
4. each delivery must be accompanied by a delivery note stating the date (issue and dispatch), content of the delivery (article number, dimensions, weight per item and quantity) and our order identification (date and number). Partial deliveries made with our consent must be labelled as such. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment.
5. the seller is obliged to provide us with the following foreign trade data upon delivery of the goods:
a. Classification of goods in the trade statistics (statistical goods number)
b. Country of origin
c. Labelling and classification of goods subject to export controls
d. on request: the provision of a certificate of origin or proof of preference.
6. at our request, the seller must take back the packaging at his own expense.
7. the risk of accidental loss and accidental deterioration of the goods shall only pass to us upon handover at the place of fulfilment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance.
8. the statutory provisions shall apply to the occurrence of our default of acceptance. However, the Seller must also expressly offer us its performance if a specific or determinable calendar time has been agreed for an action or co-operation on our part (e.g. provision of material). If the contract relates to a non-fungible item to be manufactured by the Seller (customised production), the Seller shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.
1. the seller shall keep spare parts for the products delivered to us in stock for a period of at least 5 years after delivery.
2. in the event that the seller intends to discontinue the production of spare parts for the goods delivered to us, he shall inform us of this immediately after the decision on the discontinuation. Subject to paragraph 1, this decision must be made at least 3 months before production is discontinued.
1. the price stated in the order is binding. All prices include statutory value added tax if this is not shown separately.
2. unless otherwise agreed, the price includes all services and ancillary services of the seller (e.g. assembly, installation) as well as all ancillary costs, in particular proper packaging and transport costs including any transport and liability insurance.
3. our order number, the article number, delivery quantity and delivery address must be stated on the invoice. If one or more of these details are missing and this delays processing by us in the course of our normal business transactions, the payment deadlines specified in paragraph 4 shall be extended by the period of the delay.
4. 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 discount of 2 % on the net amount of the invoice. The receipt of our transfer order by our bank shall be sufficient for the timeliness of our payment.
5 We do not owe any interest on arrears. In all other respects, the statutory provisions on default of payment shall apply.
6. we shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent permitted by law. In particular, we may withhold due payments as long as we are still entitled to claims against the seller arising from incomplete or defective services.
7. the seller shall only be entitled to a right of set-off or retention on the basis of legally established or undisputed counterclaims.
1. we reserve ownership rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. The Seller may use such documents exclusively for the contractual performance. The Seller may not make them accessible to third parties or use or reproduce them itself or through third parties without our express consent. At our request, the Seller must return these documents to us in full if they are no longer required by the Seller in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. If the Seller has made copies of these documents, these must be destroyed; the only exceptions to this are storage within the scope of statutory retention obligations and the storage of data for backup purposes within the scope of normal data backup. The confidentiality obligation shall also apply after termination of the contract and shall only expire if and insofar as the knowledge contained in the documents provided has become generally known.
2. the provision in paragraph 1 shall also apply to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide to the Seller for production. As long as they are not processed, the Seller shall store such items separately at its own expense and insure them to a reasonable extent against destruction and loss.
3. without our prior written consent, the Seller may not refer to our business relationship in advertising material, brochures, etc. and may not exhibit delivery items manufactured for us.
4. the Seller shall oblige its subcontractors in accordance with the aforementioned paragraphs 1 to 3.
5. any processing, mixing or combining (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 in any case acquire ownership of the product upon further processing in accordance with the statutory provisions.
6. reservations of title by the supplier shall only apply insofar as they relate to our payment obligation for the respective products to which the supplier reserves title. Extended or prolonged reservations of title are excluded.
1. in the event of material defects and defects of title of the goods and in the event of other breaches of duty by the seller, we shall be entitled to the rights provided for in the statutory provisions, unless otherwise stipulated below.
2. the statutory provisions governing the commercial duty of inspection and notification of defects (§§ 377, 381 HGB) shall apply with the following provisos: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (such as transport damage, incorrect and short delivery) or which are recognisable during our quality control in the random sampling procedure. If a separate acceptance takes place, there is no obligation to inspect. Otherwise, the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case, shall be decisive. Our obligation to give notice of defects discovered at a later date shall remain unaffected. Notwithstanding our duty to inspect, the notification of defects shall in any case be deemed to be immediate and timely if it is sent within 5 working days of discovery or, in the case of obvious defects, of delivery.
3. if the seller does not fulfil his obligation to subsequent performance within a reasonable period of time set by us, we may remedy the defect ourselves and demand compensation from the seller for the necessary expenses or a corresponding advance payment. If the subsequent fulfilment by the seller has failed or is unreasonable for us (for example due to a risk to operational safety, particular urgency or the threat of disproportionate damage), no deadline needs to be set; we shall inform the seller of such circumstances immediately, if possible in advance. Our statutory rights shall remain unaffected by this.
4 Otherwise, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. We shall also be entitled to compensation for damages and expenses in accordance with the statutory provisions.
5 Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall not commence until acceptance. The limitation period stated in sentence 1 shall also apply to claims arising from defects of title. The statutory limitation period for third-party claims in rem (Section 438 (1) No. 1 BGB) shall remain unaffected. Furthermore, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us - in particular in the absence of a limitation period.
1. we are entitled to our claims from supplier recourse in accordance with §§ 445a, 445b, 478 BGB in addition to the claims for defects without restriction. In particular, we may demand from the Seller the type of subsequent fulfilment that we owe to our customer. The right of choice provided for in § 439 para. 1 BGB remains unaffected by this.
2. before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) BGB), we shall inform the seller of the assertion of the claim and request a written statement. If a substantiated statement is not made within a reasonable period of time and no amicable solution can be reached, the claim for defects actually granted by us shall be deemed to be owed to our customer - subject to proof to the contrary to be provided by the Seller.
3. the aforementioned provisions of paragraphs 1 and 2 shall also apply if we or another entrepreneur have further processed the defective goods, for example by incorporating them into another product.
1. if the seller is responsible for product damage, he must indemnify us against third-party claims insofar as the cause lies within his sphere of control and organisation and he himself is liable in relation to third parties. In this respect, the seller must reimburse expenses in accordance with §§ 683, 670 BGB arising from or in connection with a claim by a third party - including recall actions carried out by us. We shall inform the Seller of the content and scope of recall measures - as far as possible and reasonable - and give him the opportunity to comment. Further legal claims remain unaffected.
2. the seller shall ensure that it maintains product liability insurance with a lump sum cover of at least € 10 million per personal injury/property damage. Upon request, the seller shall send us a copy of the liability policy at any time.
1. in accordance with paragraph 2, the Seller warrants that the products supplied by him do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which he manufactures the products or has them manufactured.
2. the supplier shall indemnify us against all claims asserted against us by third parties due to the infringement of industrial property rights referred to in paragraph 1 and shall reimburse us for all necessary expenses incurred in connection with such claims. This shall not apply if the supplier proves that it is neither responsible for the infringement of industrial property rights nor should have been aware of it at the time of delivery if it had exercised due commercial care.
3. our further legal claims due to defects of title of the products delivered to us remain unaffected.
1. the Seller shall comply with the statutory provisions applicable to it in connection with the contractual relationship, in particular anti-corruption and money laundering laws as well as antitrust, labour and environmental protection regulations.
2. the seller shall ensure that the goods delivered by him fulfil all relevant requirements for placing on the market in the European Union and in the European Economic Area. Upon request, the Seller shall provide us with proof of conformity by submitting suitable documents.
3. the Seller shall make reasonable efforts to ensure that its subcontractors fulfil the obligations incumbent on the Seller under this § 13.
1. these Terms and Conditions of Purchase and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. the place of jurisdiction for all disputes arising from the contractual relationship shall be our registered office in Hattingen. However, we shall be entitled to bring an action at the place of fulfilment of the delivery obligation in accordance with these Terms and Conditions of Purchase or an overriding individual agreement or at the general place of jurisdiction of the Seller. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected by this.
Version 12.2021