General Terms and Conditions of Purchase
Valid from November 2014
Unless otherwise agreed in writing, the following conditions apply to our orders. Supplier’s terms and conditions to the contrary shall only apply if they have been expressly accepted by us; without express written acceptance, they shall not form part of the content of the contract, even if they are stated in the acceptance of the order. The same shall apply if we accept the ordered goods in whole or in part or make payments; the execution of the order by the supplier shall be deemed – even without written confirmation – as acceptance of our following terms and conditions. These terms and conditions shall also apply to all future transactions with the supplier and only to merchants.
Offers are binding and must be submitted free of charge.
II. Orders, Conclusion of Contract
1. Orders and other declarations are only binding if they are issued or confirmed by us in writing.
2. The supplier must confirm our order in writing within 5 working days. Any confirmation received after this period shall be deemed to be a new binding offer.
1. The prices are fixed prices, unless a price escalation clause or a price reservation is expressly confirmed by us. An order may only be executed at higher prices than those stated by us with our written consent.
2. The prices are free house delivery artec technologies in Diepholz including packaging and freight costs. If otherwise agreed, we will only pay the most favourable freight costs. All costs incurred up to the handover to the carrier (including loading and cartage) are borne by the supplier. We reserve the right to acknowledge excess or short deliveries.
IV. Invoice and Payment
1. Invoices are not to be enclosed with the shipment, but are to be submitted separately after delivery for each order separately with indication of the value added tax under indication of our order number and the order date by email to email@example.com.
2. Payments shall be made in means of payment of our choice – refinancing bills of exchange (cheque / bill of exchange) are also permissible – within 14 days with 3% discount or within 60 days net.
3. Payment periods shall generally begin on the day of receipt of the invoice by us, but not before the goods have been received by us or the services have been rendered.
4. Payment regulation by cash on delivery we reject in principle.
5. Our payments are always subject to correction in case of subsequent complaints. In the event of a defect subject to warranty, we are entitled to refuse payment until the defect has been properly rectified.
V. Assignment, Offsetting
1. The supplier is not entitled to assign his claims against us or have them collected by third parties without our prior written consent, which may not be unreasonably withheld. If there is an extended reservation of title, our consent is deemed to have been given. If, contrary to sentence 1, the supplier assigns his financial claim against us to a third party without our consent, the assignment shall nevertheless be effective. However, we may, at our discretion, make payment to the supplier or the third party with discharging effect.
2. The supplier is only entitled to offset against claims recognised by us or legally established claims or to assert a right of retention due to such claims.
VI. Delivery Item
1. Our order alone is decisive for the content, type and scope of the delivery and service. We are entitled to demand changes in the type of execution at any time, as well as corrections of obvious spelling or calculation errors and other mistakes.
2. The descriptions, operating instructions etc. belonging to the order are binding for the supplier. However, he must check them for any discrepancies and notify us immediately in writing of any errors discovered or suspected. The supplier shall remain solely responsible for documents, in particular drawings, plans and calculations prepared by him, even if these have been approved by us.
3. Insofar as no further requirements are specified in the order, the delivery items are to be delivered in customary commercial quality and, insofar as DIN, VDE, VDI or equivalent standards exist, in accordance with these. The delivery items are to be manufactured and equipped in such a way that they comply with the safety regulations applicable on the day of delivery, in particular the accident prevention regulations, as well as with the findings of industrial science.
4. The delivery item must be accompanied (as an essential component) by detailed documentation in accordance with CE standards. If the country of origin of the delivery item is not Germany, a certificate of origin is required.
1. We shall be entitled to withdraw from the contract in whole or in part without compensation if the creditworthiness or the ability to deliver of the supplier deteriorates to such an extent that in our opinion fulfilment of the contract is endangered, the supplier ceases payments, insolvency proceedings are initiated against his assets or the initiation of insolvency proceedings is rejected due to lack of assets.
2. If, as a result of circumstances beyond our control – in particular force majeure – it becomes impossible or considerably more difficult for us to fulfil our contractual obligations, we may cancel the contract in whole or in part or demand performance at a later date, without the supplier being entitled to any claims against us as a result.
IX. Date of Delivery
1. Agreed delivery dates or delivery periods are binding. Delivery periods begin on the day of order.
2. The day of delivery is the day on which the ordered delivery item and the shipping documents have arrived at the receiving point specified by us or on which the service has been rendered there.
3. If it becomes apparent that the delivery date or delivery period will be exceeded, the supplier must inform us immediately in writing of the reason and the expected duration.
4. Exceeding the delivery date or delivery period shall trigger the statutory consequences of default unless the exceeding of the delivery date or delivery period is demonstrably due to force majeure in the supplier’s area or labour disputes for which the supplier is not responsible. In this case of delay, the supplier is especially obliged to compensate for the damage. The acceptance of delayed deliveries does not imply a waiver of compensation for damages against the supplier. If the delivery date or deadline is exceeded, we are entitled to withdraw from the contract after setting a reasonable grace period. In addition to withdrawal, we are entitled to demand compensation for damages instead of performance or reimbursement of futile expenses, unless the supplier is not responsible for the delay.
X. Packaging, Dispatch, Acceptance
1. If packaging of the delivery item is necessary or customary, the supplier shall provide for sufficient packaging at his own expense.
2. Packaging material shall only be paid by us in addition to the agreed price for the delivery if remuneration for this was expressly agreed. We reserve the right to return valuable packaging material used for shipment to the address of the supplier, with the full rental costs or the value of the packaging being charged back.
3. Dispatch must be made to the place of receipt specified by us. Deliveries for which we have to bear freight costs in whole or in part shall be shipped using the cheapest mode of dispatch and the most favourable freight methods for us.
4. For deliveries involving assembly or installation, the risk shall pass to us upon acceptance, for other deliveries upon arrival of the delivery item at the prescribed place of receipt. Until then, delivery and dispatch are at the risk of the supplier, unless we are in default of acceptance.
5. Costs for transport or breakage insurance shall only be assumed by us after prior written agreement.
6. Dispatch notifications must be submitted immediately upon dispatch of each individual delivery. A delivery note is to be enclosed with each shipment. Our order numbers must be stated in the shipping documents.
7. If we do not have proper shipping documents upon receipt of the delivery item or if our order numbers are not correctly stated in the shipping documents, all additional costs incurred thereby shall be borne by the supplier; in these cases we shall also be entitled to refuse acceptance of the delivery at the supplier’s expense.
8. We can also refuse acceptance of the delivery item if an event of force majeure or other circumstances beyond our control, including industrial disputes, make acceptance impossible or unreasonable. In such a case, the supplier must store the delivery item at his own expense and risk.
9. In the cases of paragraphs 7 and 8 we shall not be in default of acceptance.
10. If deliveries not accepted by us or defective goods are returned, the return transport shall be at the risk of the supplier. The equivalent value of the return shipment will be charged to the supplier.
1. The warranty obligations of the supplier are based on the statutory provisions, unless otherwise stated below. We shall be entitled to demand, at our discretion, the removal of the defect or delivery of a defect-free item. In urgent cases, we shall be entitled without further ado to remedy the defect ourselves or have it remedied by a third party at the Supplier’s expense or to procure a replacement elsewhere. If the supplier defaults on his warranty obligations, we are entitled to withdraw from the contract.
2. The replacement delivery has to be free of freight and packaging. Returns of unusable goods shall be free of freight and packaging charges for us. All costs arising from the removal of defects shall be borne by the supplier.
3. The warranty period shall be 2 years, unless otherwise agreed. It shall be extended by the time during which the goods cannot be used due to the presence of defects. In case of replacement delivery a new 2-year period begins.
4. Defects which only become apparent when the delivered goods are processed or put into use can still be notified by us immediately after their discovery. In this respect, the supplier waives the objection of delayed notification of defects. Our payments do not constitute unconditional acceptance of the goods.
5. If, as a result of defective delivery, an overall inspection exceeding the usual level of incoming goods inspection becomes necessary, the supplier shall bear the costs for this. In urgent cases, we are entitled to remedy the detected defects ourselves at the supplier’s expense.
XII. Production Tests, Technical Acceptance
1. We reserve the right, during production and prior to delivery, to inspect or have inspected the quality of the material used, the accuracy of dimensions and quantities and other quality of the parts produced as well as compliance with the other provisions of the order at the supplier’s works and those of his suppliers.
2. If we have reserved the right to a technical acceptance of the completed delivery item in the supplier’s works by ourselves or a third party commissioned by us, we or the commissioned third party must be notified in writing of the readiness for acceptance 14 days before readiness for dispatch. The material acceptance costs shall be borne by the supplier.
3. The production tests and / or the technical acceptance do not release the supplier from his performance and / or warranty obligations.
XIII. Product Liability
1. If damage is caused by the defect of a product of the supplier, the supplier is obliged to indemnify us from claims for damages of third parties on first demand.
2. In this context, the supplier shall also be obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We will inform the supplier – as far as possible and reasonable – about the content and scope of the recall measures to be carried out and give him the opportunity to comment.
3. The supplier undertakes to take out product liability insurance without delay at our request with a sum insured to be determined by us, but at least with a lump sum coverage of € 1 million per personal injury/property damage. If we are entitled to further claims for damages, these shall remain unaffected.
XIV. Property Rights
The supplier guarantees that the delivery and the use of the ordered goods do not violate patents or industrial property rights of third parties. He shall indemnify us in full upon first request against any claims by holders of industrial property rights and shall be obliged to provide us with all assistance in defending ourselves against claims by third parties and to bear the costs of such assistance. This also applies to deliveries from third parties to the supplier which he passes on to us.
XV. General Regulations
1. The law of the Federal Republic of Germany shall apply to all legal relationships arising from or in connection with our orders.
2. Place of performance is Diepholz. If the supplier is a merchant, the place of jurisdiction, including for actions on bills of exchange and cheques, shall also be Diepholz. We are also entitled to sue the supplier at his general place of jurisdiction.
3. We store data of the supplier in our EDP system.
4. Should individual provisions of these terms and conditions or of the supply contract be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be reinterpreted in such a way that the legal and economic purpose intended by them is achieved. The same shall apply if a gap in the contract becomes apparent during the execution of the contract which requires supplementation. The contracting parties undertake to immediately supplement the invalid provisions with legally effective agreements or to fill the contractual gap.