1. Scope of application
1.1 These General Terms and Conditions of Purchase (hereinafter also referred to as
“GPC”) shall apply to all our business relationships with our business partners and
suppliers (“Seller”). These GPC shall only apply if the Seller is an entrepreneur
(Section 14 of the German Civil Code (BGB)), a legal entity under public law or a
special fund under public law.
1.2 These GPC apply in particular to contracts for the sale and/or delivery of movable
goods (“Goods”), irrespective of whether the Seller manufactures the Goods itself or
purchases them from suppliers. Unless otherwise agreed, these GPC in the version
last communicated to the Seller in text form shall also apply as a framework
agreement for similar future contracts without us having to refer to them again in each
individual case.
1.3 These GPC shall apply exclusively. Deviating, conflicting or supplementary General
Terms and Conditions of the Seller shall only become part of the contract if and
insofar as we have expressly agreed to their validity in writing. This requirement of
consent shall apply in any case, for example even if the Seller refers to its General
Terms and Conditions in an order confirmation and we do not expressly object to this.
1.4 Individual agreements made with the Seller in individual cases (including collateral
agreements, supplements and amendments) and information in our orders shall take
precedence over these GTCP.
1.5 Legally relevant declarations and notifications by the Seller with regard to the contract
(e.g. setting of deadlines, withdrawal or reminders) must be made in writing. Written
or text form (e.g. letter, e-mail, fax) shall be deemed to be in writing within the
meaning of these GPC.
1.6 If references are made to the validity of statutory provisions, this is for clarification
purposes only. The statutory provisions shall therefore apply - even if no
corresponding clarification has been made - to the extent that they are not amended
or excluded by these GPC.
2. Conclusion of contract
2.1 Our orders shall be deemed binding at the earliest upon written submission or
confirmation. The Seller shall notify us of obvious errors (e.g. typing and calculation
errors) and incompleteness of an order including the order documents for the purpose
of cobe deemed not to have been concluded.
2.2 If an order from us was not preceded by an offer from the Seller, so that it is legally to
be regarded as an offer by us to conclude the respective contract, such offer is freely
revocable at any time and can - subject to prior revocation - only be accepted by the
Seller within an acceptance period of 7 days. Delayed acceptance shall be deemed a
new offer and requires acceptance by us.
2.3 An acceptance period of 2 weeks shall apply to offers made by the Seller.
3. Delivery time and delay in delivery
3.1 The delivery time stated by us in an order is binding. The seller is obliged to inform us
immediately in writing if he is unlikely to be able to meet agreed delivery times - for
whatever reason.
3.2 If the Seller fails to perform, 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 Section 3.3 below shall
remain unaffected.
3.3 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 0.25 % of
the net price per completed calendar day, but not more than a total 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.
4. Performance, delivery, Passing of risk
4.1 The Seller shall bear the procurement risk for its services unless otherwise agreed in
individual cases (e.g. limitation to an existing stock).
4.2 Delivery shall be made within Germany “free domicile” (DDP Incoterms 2020) to the
place specified in the order. If the place of destination is not specified and nothing
else has been agreed, delivery shall be made to our registered office at Am
Eschengrund 9 in 83135 Schechen/Germany. The respective place of destination is
also the place of performance and any subsequent performance.
4.3 The respective Sage transaction number must always be stated on the
delivery/forwarding bill for deliveries by the Seller - insofar as this is made known in
the course of the order. If this information is missing on the respective
delivery/forwarding bill, we shall be entitled to refuse acceptance of the delivery
concerned.
4.4 The risk of accidental loss and accidental deterioration of the Goods shall pass to us
upon handover at the place of performance. If acceptance has been agreed, this shall
be decisive for the transfer of risk. If we are in default of acceptance, this shall be
deemed equivalent to handover or acceptance.
5. Prices and terms of payment
5.1 The price stated in our respective order is binding. All prices are inclusive of statutory
value added tax, unless this is shown separately.
5.2 Unless otherwise agreed in individual cases, the price shall include all services and
ancillary services of the Seller (such as assembly or installation) as well as all
ancillary costs (such as proper packaging, transportation costs including any transport
and liability insurance).
5.3 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 7 calendar days, the Seller shall grant us a 2%
discount on the net amount of the invoice. In the case of bank transfer, payment shall
be deemed to have been made on time if our transfer order is received by our bank
by the banks involved in the payment process.
5.4 We do not owe any interest on arrears. The statutory provisions shall apply to default
in payment.
6. Retention of title
Retention of title by the Seller shall only apply insofar as it relates to our payment
obligation for the respective goods to which the Supplier retains title. In particular,
extended or prolonged reservations of title are not permitted.
7. Rights of retention
7.1 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 shall be
entitled to withhold due payments as long as we are still entitled to claims against the
Seller arising from incomplete or defective performance.
7.2 The Seller shall only have a right of set-off or retention on the basis of counterclaims
that are undisputed or have become res judicata.
8. Defective delivery
8.1 The statutory provisions and the following supplements and clarifications shall apply
to our rights in the event of material defects and defects of title in the Goods
(including incorrect and short delivery as well as improper assembly/installation or
defective instructions) and in the event of other breaches of duty by the Seller.
8.2 We are not obliged to inspect the goods or make special inquiries about any defects
upon conclusion of the contract. Partially deviating from § 442 para. 1 sentence 2
BGB, we are therefore entitled to claims for defects without restriction even if the
defect remained unknown to us upon conclusion of the contract due to gross
negligence.
8.3 The statutory provisions (Sections 377, 381 HGB) shall apply to the commercial
obligation to inspect and give notice of defects with the following proviso: Our
obligation to inspect shall be limited to defects which become apparent during our
incoming goods inspection by way of external examination including the delivery
documents (such as transport damage, incorrect and short delivery) or which are
recognizable during our quality control by random sampling procedure. If acceptance
has been agreed, there is no obligation to inspect. Otherwise, it depends on 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. Notwithstanding our duty to inspect, our
complaint (notification of defects) shall be deemed to have been made without delay
and in good time if it is sent within 5 working days of discovery or, in the case of
obvious defects, of delivery.
8.4 The expenses necessary for the purpose of inspection and subsequent performance,
in particular transport, travel, labor and material costs as well as any dismantling and
installation costs, shall be borne by the Seller even if it turns out that there was
actually no defect. Our liability for damages in the event of an unjustified request to
liable if we recognized or were grossly negligent in not recognizing that there was no
defect.
8.5 If the Seller fails to fulfill its obligation to provide subsequent performance - at our
discretion either by remedying the defect (subsequent improvement) or by delivering
a defect-free item (replacement delivery) - within a reasonable period of time set by
us, we may remedy the defect ourselves and demand reimbursement of the
necessary expenses or a corresponding advance payment from the Seller. If
subsequent performance by the Seller has failed or is unreasonable for us (e.g. due
to particular urgency, endangerment of operational safety or imminent occurrence ofwe
shall inform the Seller of such circumstances immediately, if possible in advance.
8.6 Further, 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. In addition, we shall be entitled to compensation for damages
and expenses in accordance with the statutory provisions.
9. Supplier recourse
Our statutory claims for expenses and recourse within a supply chain shall also apply
if the defective goods have been combined with another product or processed in any
other way by us, our customers or a third party.
10. Confidentiality
10.1 We reserve the right of ownership and copyright to illustrations, plans, drawings,
calculations, execution instructions, product descriptions and other documents. Such
documents shall be used exclusively for the contractual performance and shall be
returned to us after completion of the contract. The documents must be kept secret
from third parties, even after termination of the contract. The obligation to maintain
secrecy shall only expire if and insofar as the knowledge contained in the documents
provided has become generally known. Special confidentiality agreements and statutory
provisions on the protection of secrets shall remain unaffected.
10.2 The above provision shall apply accordingly to substances and materials (such as
software, finished and semi-finished products) as well as to tools, templates, samples
and other items which we provide to the Seller for production. Such items shall - as
long as they are not processed - be stored separately at the Seller's expense and
insured to an appropriate extent against destruction and loss.
11. Manufacturer's liability
11.1 If the Seller is responsible for damage to a product, he shall indemnify us against
third-party claims to the extent that the cause lies within his sphere of control and
organization and he himself is liable in relation to third parties.
11.2 Within the scope of his obligation to indemnify, the Seller shall reimburse expenses in
accordance with §§ 683, 670 BGB arising from or in connection with a claim by third
parties, 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 statutory claims shall remain unaffected.
11.3 The Seller shall take out and maintain product liability insurance with a lump sum
cover of at least EUR 10.0 million per personal injury/property damage.
12. Statute of limitations
12.1 The claims of the contracting parties shall become time-barred in accordance with the
statutory provisions, unless otherwise stipulated below.
12.2 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 commence upon acceptance. 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 - barred as
long as the third party can still assert the right - in particular in the absence of a
limitation period - against us.
12.3 The limitation periods of the law on sales, 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.
13. Choice of law and place of jurisdiction
13.1 These General 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 and the dispositive provisions of
German private international law.
13.2 If the Seller is a merchant within the meaning of the German Commercial Code, a
legal entity under public law or a special fund under public law, our registered office in
Schechen/Germany shall be the exclusive, and also international, place of jurisdiction
for all disputes arising directly or indirectly from the contractual relationship. The same
applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in
all cases we shall also be entitled to bring an action at the place of performance of the
delivery obligation in accordance with these GTCP or an overriding individual
agreement or at the Seller's general place of jurisdiction. Statutory provisions that
take precedence, in particular regarding exclusive jurisdiction, shall remain unaffected.
Schechen, March 2025