Purchasing Terms
Definitions
These purchasing terms apply to all business transactions with the supplier, service provider, or other contractors (hereinafter collectively referred to as the "Supplier"), even if they are not mentioned in subsequent contracts. They also apply when the Supplier refers to its own terms and conditions, in particular when accepting the order or in the order confirmation, unless these have been expressly agreed to.
Order
An order is only deemed to be placed once it has been drawn up and signed by us in writing. Verbal or telephone orders are only binding for us if we have confirmed them by subsequently sending a written order. By accepting the order, the Supplier acknowledges that they have informed themselves about the type of execution and the scope of the service by inspecting the existing plans. We are not bound by obvious mistakes, typing errors, or calculation errors in the documents, drawings, and plans we have submitted. The Supplier is obliged to notify us of such errors so that our order can be corrected and re-issued. The same applies in the case of missing documents or drawings.
Order acceptance must be confirmed to us by signature on the copy of the order within 2 weeks of the order date; otherwise we are entitled to revoke the order.
Deviations in quantity and quality from the text and content of our order and from our payment and delivery terms, as well as later contract amendments, shall only be deemed agreed if we have expressly confirmed them in writing.
Drawings, tools, samples, models, marks and presentations or similar items, as well as finished and semi-finished products that are provided by us or manufactured on our behalf, remain our property and may only be supplied to third parties with our express written consent. Subject to deviating agreements in individual cases, these must be returned to us immediately upon completion of the order without any specific request. Products manufactured or marked using such production means, marks, and presentations may only be supplied to third parties with our express written consent.
Delivery dates
The agreed delivery periods and dates are binding. They run from the date of the order. Within the delivery period or by the delivery date, the goods must have arrived at the receiving location specified by us. If delays are to be expected, the Supplier must notify us immediately and obtain our decision regarding the continuation of the order.
If the Supplier is in default, we are entitled, after sending a reminder, to claim a contractual penalty or to withdraw from the contract:
- 0.5 % of the net order value per commenced week
- max. 5 % of the net order value and/or of the delivery
Any contractual penalty paid will be offset against any claim for damages.
Before the delivery date has expired, we are not obliged to accept the goods.
Delivery / Packaging
Delivery shall be made at the Supplier's expense, free of charges, to the receiving location specified by us. If we are exceptionally required to bear the freight, the Supplier must choose the mode of transport prescribed by us, otherwise the most cost-effective mode of transport and delivery for us.
The risk passes to us only upon acceptance by our receiving location.
Packaging is included in the price. Should anything else exceptionally be agreed, packaging shall be invoiced at cost price. The Supplier must use the packaging specified by us and ensure that the packaging protects the goods from damage. In the event of return, at least 2/3 of the invoiced value shall be credited.
Documentation
Invoices, delivery notes, and packing slips must be enclosed with each shipment in duplicate. These documents must contain:
- Order number
- Quantity and unit of measure
- Gross, net, and, where applicable, billing weight
- Item description with our item number
- Remaining quantity in the case of partial deliveries
Prices
Unless expressly agreed otherwise, the agreed prices are fixed prices, provided that the Supplier does not generally reduce the relevant prices.
The Supplier shall not grant us less favourable prices and conditions than to other customers, if and insofar as those customers offer the same or equivalent conditions to the Supplier in the specific case.
Invoice / Payment
Invoices must be issued separately for each order. Payment shall be made only after complete receipt of the defect-free goods or the complete defect-free service following receipt of the invoice. The same applies for partial deliveries. Time delays caused by incorrect or incomplete invoices shall not affect any cash discount periods.
- within 14 days less 3 % cash discount
- within 30 days net
Claims of the Supplier against us may only be assigned to third parties with our consent. Payments shall only be made to the Supplier.
Warranty / Defects / Complaints
The Supplier undertakes that the goods, including presentation and labelling, comply with our specifications. Our order or assignment shall be carried out professionally and properly in accordance with the current state of the art.
In the event of delivery of defective goods, the Supplier shall be given the opportunity to remedy the defect or to make a replacement delivery. If the Supplier is unable to do so, or fails to do so without delay following a request and a deadline, we shall be entitled to return the goods at the Supplier's risk and to procure replacements elsewhere. In urgent cases, we shall be entitled, after notifying the Supplier, to remedy the defect ourselves or to have a third party do so. Any costs incurred shall be borne by the Supplier.
For the product manufactured by the Supplier or for the order carried out by them, the warranty shall expire 12 months after delivery and acceptance.
Unless otherwise stipulated above, the warranty shall be governed by the statutory provisions.
Producer liability
In the case of defects attributable to the Supplier's fault, the Supplier shall indemnify us against the resulting producer liability, just as they would be directly liable themselves.
Industrial property rights
The Supplier is liable for ensuring that no patents or other industrial property rights are infringed by their delivery or its use by us. They shall indemnify us and our customers against any claims arising from the use of such property rights. This shall not apply insofar as the Supplier has manufactured the delivered goods according to drawings, models, or other comparable descriptions or instructions provided by us, and the Supplier did not know, or could not have known in connection with the products manufactured by them, that property rights would be infringed.
Force majeure
War, civil war, export restrictions or trade restrictions due to a change in political circumstances, as well as strikes, lockouts, operational disruptions, operational restrictions, and similar events that make the performance of the contract impossible or unreasonable for us, shall be considered force majeure and shall release us from the obligation to accept the goods on time for the duration of such events. The contracting parties are obliged to inform each other accordingly and to adapt their obligations to the changed circumstances in good faith.
Custody / Ownership
Material provided by us remains our property. It must be stored separately as such and may only be used for our orders.
The Supplier shall be liable for any reduction in value or loss regardless of fault. Items manufactured using material provided by us shall remain our property in their respective state of production. The Supplier shall keep these items in safe custody for us; the costs of custody for the items and materials kept for us are included in the purchase price.
Trade secrets
The Supplier undertakes to treat our orders and all related commercial and technical details as a trade secret.
Place of performance and jurisdiction
The place of performance is Menden (Sauerland).
For all disputes arising from the contractual relationship, where the customer is a registered merchant, a legal entity under public or private law, or a special fund under public law, legal action shall be brought before the court that has jurisdiction over our headquarters. We are also entitled to bring legal action at the customer's headquarters.
The laws of Germany shall apply exclusively, to the exclusion of the laws on the international sale of movable goods, even if the customer's registered office is abroad.
General provisions
If any provision is or becomes invalid, the remaining provisions shall remain in force.
All legal relationships between the Supplier and us shall be governed by German law, including the laws on the international sale of movable goods, even if the Supplier's registered office is abroad.
The place of performance is Menden. Different arrangements may be made for delivery.
The place of jurisdiction is Menden.