Conditions Générales

 

 


General Conditions of Purchase (August 2007)

1. Scope

1.1 These General Conditions of Purchase shall apply for any and all business transactions (goods and services) with the Supplier. We do not agree with any opposing or deviating sales and delivery conditions stipulated by our suppliers unless we have explicitly agreed to such general sales and delivery conditions. Even if we have accepted or paid for goods and services, this does not imply that we have agreed to our suppliers’ general sales and delivery conditions.
1.2These General Conditions of Purchase also apply for future contractual relations with the Supplier, even if we do not expressly refer to them again.
1.3Our General Conditions of Purchase only apply to companies as defined by § 14 German Civil Code (BGB).

 

2. Quotation / Conclusion of the Contract

2.1 We shall only be bound to our order if it is acknowledged by the Supplier in writing within a period of 7 days.
2.2 If the order confirmation varies from the order, especially concerning the price or the time of delivery, the Supplier has to advise us separately on it. These variations will only form a part of the contract if they are confirmed in writing.

 

3. Prices / Offsetting and Retention

3.1 The stipulated prices shall be binding fixed prices. Unless otherwise agreed in writing the price shall include delivery free to our address, including packing. Return of the packing material shall be made at the expense of the Supplier.
3.2 We shall be entitled to rights of offsetting and retention to the extent that is provided by law.
3.3 All prices are net prices excluding legal VAT.

 

4. Delivery Time

4.1 The stipulated dates and periods of delivery shall be binding and are to be strictly observed. The relevant date is the date of receipt of the goods at our premises or at the receiving office agreed upon or indicated by us..
4.2 As soon as the Supplier becomes aware of the possibility of delays in delivery, he shall immediately notify us thereof in writing, with a statement of the reasons and the probable duration of the delay. This shall not affect the responsibility of the Supplier to observe the stipulated date of delivery.
4.3 In case of a delay in delivery, we are entitled to the statutory claims. In addition, we are entitled to demand a contractual penalty of 1.0 % of the total value of the order for each finished week of the delay, up to a maximum of 5.0 % of the total value of the order. We reserve the right to assert claims for additional damages. We shall declare reservation of a contractual penalty at the latest upon receipt of the invoice which follows the delayed delivery.

 

5. Passing of Risk / Place of Fulfilment

5.1 The risk of complete or partly loss, damage or other deterioration of the goods is passed to us after acceptance of the goods at the receiving office.
5.2 Place of fulfilment for the Supplier’s deliveries and services shall be Birkenfeld-Gräfenhausen or the receiving office determined by us.

 

6. Claims as to Defect  

6.1 The Supplier shall only ship goods that have been thoroughly checked and been authorised to be fit for shipping and, therefore, we shall not be required to perform a detailed incoming goods inspection at our premises. As far as it is appropriate for our regular course of business, we will check the received goods for variation in quality or quantity. Any notice of defects shall be timely insofar as such is received by the Supplier within 5 working days.
6.2 We shall be entitled to full extent to the legal claims based on defects..
6.3 Unless otherwise agreed, the period of limitation for defects of material and in title is 36 months, unless a longer period of limitation is provided for by law.

 

7. Industrial Property Rights

7.1 The Supplier assures that the delivered items do not infringe on any national or international industrial property rights and guarantees us complete freedom and authorisation under copyright law to use them and trade with them on the national and international market.
7.2 In the event of a claim made against us by a third party due to the infringement of national or international proprietary rights concerning the delivered goods, the Supplier will indemnify us from all claims and reimburse us for the damage arising as a result thereof.

 

8.Product Liability

Should a claim be made on us on the basis of the law on product liability (Produkthaftungsgesetz) or other regulations due to a product fault or if we incur damage in another way in connection with the delivery of a faulty product, in particular through necessary call-back, retrofitting, etc., the Supplier has to indemnify us therefrom an reimburse us for the damage insofar as the damage is the result of a fault in the consignment for which he is responsible. In cases of liability with fault this shall, however, only apply if the fault is attributable to the Supplier. If the cause of damage is within the Supplier’s area of responsibility, he shall bear the burden of proof in this respect. The Supplier shall, in these cases, bear all costs and expenses, including the costs of a possible prosecution. The Supplier undertakes to take out adequate product liability insurance.

 

9. Place of Performance, Court of Jurisdiction, Applicable Law

9.1 The place of performance for both parties concerning all obligations arising from the contract, in particular, for delivery and payment, shall be our place of business or the place of performance named by us.
9.2 The court of jurisdiction for both parties, insofar it relates to merchants, concerning all legal disputes arising from the contractual relationship as well as the origination thereof and its validity shall be the court responsible for our place of business. We may also, at our choice, issue proceedings against the Supplier at his place of jurisdiction.
9.3 The contractual relationship is subject to the laws of the Federal Republic of Germany. The „United Nations Convention on Contracts for the International Sale of Goods“ (CISG) is not applicable.
9.4 In case of discrepancies between the English version of these Purchase Conditions and the German version, the German version prevails.