Terms and conditions of purchase
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Terms and conditions of Purchase
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The validity of our terms and conditions:
- Our terms and conditions of purchase apply exclusively. Any conflicting or deviating terms and conditions of the supplier are hereby contradicted.
- Our terms and conditions of purchase also apply to all future transactions with the supplier.
- Our purchasing conditions apply only to entrepreneurs in the following year. Section 14 of the German Civil Code ( BGB), if the contract is part of the company’s operation, as well as against legal persons under public law and special funds under public law. Section 310 of the German Civil Code (BGB).
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Form of order:
- Only orders of written or equivalent to written form are valid.
- Oral, telephonic or orders with telecommunications media require our confirmation in the form prescribed for effective orders (RZ 2.1).
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Effectiveness of orders:
- Our orders lose their effectiveness if we do not have a confirmation in the form of RZ 2.1 at the latest 10 days from the date of the order received by the supplier (if a confirmation is required according to RZ 2.2 from the date of the order). The order is then deemed not to have been placed.
- Obvious inaccuracies in an order (e.g. recognizable typographical or calculation errors) not only entitle us to challenge in accordance with Sections 119, 120 of the German Civil Code (BGB). On the contrary, we are entitled to demand from the supplier that the delivery contract with the recognizably intended content is deemed to have been concluded.
- The supplier is obliged to deliver the delivery item in a different design and execution within the limits of what is reasonable and in the event of agreement on additional or reduced costs as well as by changing agreed delivery dates.
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Prices and terms of payment:
- All prices are fixed prices and are “ex works” to the delivery point indicated by us, including the statutory value added tax and packaging, whereby we have the right to determine the type of packaging, the choice of means of transport and the route of transport. as well as transport insurance.
- Invoices must be sent to our address – Purchasing Department – twice. They may not be attached to the consignments of goods. On these invoices, as well as on all correspondence within the scope of the business relationship, our order number, our order date, our service number. and the dictation mark used and any other information.
- The delivery invoices must indicate whether the order has already been processed or what quantities or pieces are still to be delivered. Each order must be calculated separately.
- Unless otherwise agreed, the invoice will be settled either 2 weeks after acceptance of the goods or service and the present invoice with a 3% discount, or at the latest within 30 days without a discount.
- In the event of acceptance of premature deliveries, the due date depends on the agreed delivery time. If the calculated goods arrive at a later time than the invoice, the receipt date shall be deemed to be the invoice date.
- In the event of incorrect delivery, we shall be entitled to withhold the payment on a pro rata basis until proper fulfilment. Payments made, on the other hand, do not mean recognition of the delivery as being in accordance with the contract.
- The supplier is not entitled to assign his claims against us or to have them collected by third parties without prior written consent – which may not be unfairly refused.
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Delivery time, delay in delivery:
- All delivery times mentioned by us are binding. The receipt of the goods at the delivery or delivery date specified by us is decisive for compliance with the delivery date or delivery period. Point of use.
- If the supplier recognizes that an agreed delivery time cannot be met for any reason, he must inform us immediately in writing, stating the reasons and the duration of the delay.
- In the event of a delay in delivery, we shall be entitled to demand a contractual penalty of 0.5% of the value of the order per completed week of delay – but not more than 5% in total. Further legal claims are reserved. We are obliged to declare the reservation of the contractual penalty at the latest upon payment of the invoice.
- If the agreed delivery time is not complied with, we shall be entitled to withdraw from the contract after expiry of a reasonable grace period set by us, without prejudice to further statutory claims. If the supplier is responsible for the delay, we may, at our option, compensate us for the damage caused to us as a result of the delay or, after the expiry of the above-case period, request additional time, compensation instead of performance or compensation for the futile expenses.
- Force majeure, industrial action or other unavoidable and unforeseeable events release the supplier from the performance obligations only for the duration of the disruption and to the extent of its effect. The supplier is obliged to provide the necessary information without delay within the reasonable limits and to adapt his obligations to the changed circumstances in good faith. We are exempt from the obligation to accept the ordered delivery/service in whole or in part and are entitled to withdraw from the contract in this respect if the delivery/service is no longer usable by us due to the delay caused by such circumstances, taking into account economic considerations.
- In the case of earlier delivery than agreed, we reserve the right to make the return at the expense of the supplier. If no return is made in the case of early delivery, the goods shall be stored with us at the expense and risk of the supplier until the delivery date.
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Delivery, transfer of risk:
- The goods must be ensifled by a delivery note in a single copy, which, in addition to the exact description of the volume of delivery by item, type and quantity, etc. contains our exact order data. If the supplier fails to do so, delays in processing are inevitable, for which we are not to be acknowledged.
- Installation or operating instructions must be sent separately and with our order number at the latest together with the delivery without any special request. Otherwise, the supplier shall be liable for all damages that would not have occurred in the presence of these documents.
- We only accept partial deliveries by express agreement. In the case of agreed partial shipments, the remaining remaining quantity must be listed.
- The transfer of risk is at the delivery point indicated by us.
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Defects in material and legal law:
- The supplier guarantees the use of the best, appropriate material, the correct, appropriate and safe design, construction and assembly as well as for compliance with promised performance, efficiency, power requirements, etc. All goods delivered by the supplier and all services provided by the Supplier must be state-of-the-art, the respective standard of environmental compatibility, the relevant legal provisions and the regulations and guidelines of public authorities, professional associations and professional associations, in particular the accident prevention regulations in force in Germany. Insofar as deviations from these regulations are necessary in individual cases, the supplier must obtain our written consent.
- In the case of the supply of circuits, controllers and programs, a defect also exists if the delivery item is as such defect-free or works, but is not or only partially suitable to perform the function to which it is entitled and contractually provided.
- Delivery is always accepted subject to quantity and quality control. The only place to investigate is obvious or easily identifiable deviations in quantity and quality. We must notify the supplier of any discrepancies that have been detected immediately. In any event, the complaint shall be deemed to have been submitted in due time if it is received by the supplier within a period of 8 days, calculated from the receipt of goods or in the case of hidden defects from discovery.
- In the event of a defect, we are entitled to the statutory rights without a guarantee, whereby the place of warranty is the specified place of use. The recourse rights pursuant to Sections 478, 479 of the German Civil Code (BGB) are to us in appropriate application against the supplier even if the supplier has only supplied parts for the newly manufactured item.
- If the supplier is in arrears with the replacement delivery or rectification of defects, we are entitled to carry out the replacement or remedy for defects at the expense of the supplier himself or to have it carried out by third parties. The same applies if hurry is required and the supplier is not reachable on time or is unable to make the defect rectification or replacement in good time.
- Claims due to material and legal defects shall become time-barred within 36 months from the transfer of risk, unless expressly agreed otherwise. For repaired or newly delivered parts, the repair or repair period begins with the new delivery, the limitation period or warranty period.
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Product liability, exemption, liability insurance cover
- Insofar as the supplier is responsible for a product damage, he is obliged to insinuate us from claims for damages by third parties on the first request, if the cause is set in his area of domination and/or organization and he is liable in the external relationship itself.
- Within the scope of his liability for damages within the meaning of clause 8.1, the supplier is also obliged to reimburse any expenses in accordance with Sections 683, 670 of the German Civil Code (BGB) and pursuant to Sections 830, 840, 426 of the German Civil Code (BGB) and in connection with a recall carried out by us. We must 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. Other legal claims remain unaffected.
- The Supplier undertakes to provide product liability insurance with a cover amount of EUR 5 million. to maintain a flat-rate basis per personal injury/property damage; if we are entitled to further claims for damages, these shall remain unaffected.
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Rights
- The supplier is liable for the fact that the delivery and use of the delivery item does not infringe the industrial property rights of third parties, whereby the supplier is aware that we distribute the end products worldwide.
- This does not apply if the supplier has produced the delivery item according to drawings, models or other descriptions or information which are comparable to him and is not white or in connection with the products developed by him. know that this violates intellectual property rights.
- The contractual partners undertake to inform themselves immediately of any risks of injury and alleged infringement cases that become known and to give each other the opportunity to fend off such claims by mutual agreement.
- The supplier undertakes to inform us upon request about the use of published and unpublished own or licensed intellectual property rights and intellectual property applications on the delivery item.
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Patterns, drawings:
- The supplier undertakes to provide us with spare parts BOMs with corresponding pictorial representations for the parts to be delivered upon request.
- Parts that the supplier has stated or with our substantial cooperation, e.g. through tests, etc. may not be passed on or brought to the attention of third parties without our prior written consent.
- All documents provided to the supplier for the execution of orders remain our property and must be returned to us free of charge after the execution of the order and to the exclusion of a right of retention. These documents may not be copied or made available to third parties who are not involved in the performance of the contract. They are to be used exclusively for production on the basis of our order.
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Secrecy:
- The contracting parties undertake to treat each other confidentially all commercial and technical details which are not generally known, which become known to them in the course of their business relations with each other.
- Any subcontractors or subcontractors must be obliged accordingly.
- The contracting parties undertake to point out or advertise their business relationship with third parties only with prior written consent.
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Final provisions:
- The place of performance for delivery and payment is Bad Oeynhausen, insofar as the delivery does not have to be made to another place according to our order.
- The place of jurisdiction is, at our discretion, also in the case of bills of exchange, cheque scheck and deeds, the court responsible for our registered office or for the supplier’s registered office locally and functionally.
- The legal relations between the supplier and the customer are governed exclusively by substantive German law to the exclusion of the UN Convention on the International Sale of Goods (CISG) and the rules of private international law.
- The contractual relationship is exclusively subject to the law of the Federal Republic of Germany to the exclusion of conflict of laws, the uniform UN Convention on Contracts for the International Sale of Goods or other conventions on the right to purchase goods. The above terms and conditions are the terms and conditions of purchase of:
