1. Scope of Application
1.1 Our general conditions of purchase apply to all purchase contracts concluded by our company; we do not acknowledge provisions of the supplier that contradict or deviate from our conditions of purchase, unless our express, written consent to their application has been indicated. Our Conditions of Sale shall also apply in the event we undertake, without reservation, to carry out a delivery to the purchaser in accordance with conditions of the purchaser which we understand to be contrary to our own conditions, or which deviate from our own conditions.
1.2 Our Conditions of Sale shall only apply with regard to entrepreneurs within the meaning of § 14 BGB (German Civil Code), public corporations and special assets governed in accordance with public law.
1.3 Our Conditions of Sale apply with respect to all present and future business transactions with the supplier.
2. Conclusion of Contract
2.1 If we extend an offer within the meaning of § 145 BGB, then the supplier shall be entitled to accept this offer in writing within five days of receipt of the order. Our company shall cease to be bound by this offer following the expiry of this period.
2.2 All agreements concluded between this company and the purchaser for the execution of this contract have been recorded in the contract in writing and in their entirety, including these Conditions of Sale. Our employees are not authorized to make oral promises that go beyond the provisions of the written contractual agreement.
3. Prices – Terms of Payment
3.1 The price shown in the order shall be binding. In the absence of a written agreement, the price shall be deemed to comprise “Delivery Duty Paid”, including packaging. The supplier shall be obliged to accept return of the packaging at her or his expense.
3.2 Unless a contrary agreement has been made, our company shall pay the purchase price within 14 days, calculated from the date of delivery and receipt of the invoice with 2% discount or within 30 days from the date of receipt of the invoice, net. The beginning of the payment period requires that the order number in the invoice has been properly indicated.
3.3 Our company’s rights of offset and retention shall exist to the extent provided by the statutory regime.
4. Delivery – Delivery time
4.1 The delivery time shown in the order shall be binding.
4.2 Unless otherwise agreed in writing, the delivery shall occur “Delivery Duty Paid”. The risk of accidental loss and of accidental damage shall only pass upon delivery to our company at the destination point indicated by our company.
4.3 The supplier shall be obliged to provide our order number and all relevant article and item numbers as well as the asset number and cost centre on all shipping documents and bills of lading and in all correspondence Our company shall assume no liability for any delays in processing or payment of the purchase price that may occur as a result of missing or erroneous information.
4.4 With respect to the timeliness of the deliveries, receipt at one of the designated destination points shall be authoritative.
4.5 The supplier shall be obliged to provide our company with immediate written notification in the event circumstances arise or are anticipated from which it becomes apparent that compliance cannot be had with the contractual delivery time. Liability due to default shall remain unaffected.
4.6 Our company shall be entitled to request changes to product specifications of the delivery item ordered, to the extent that this may be implemented in connection with the ordinary production process of the supplier without undue time expense. In this case, the supplier shall be obliged to provide our company with immediate written notice with regard to any upward and downward price adjustments, and to provide proof of any adjustments in price.
4.7 If the supplier defaults, then our company shall be entitled to demand payment of a contractual penalty in the amount of 1% of the net price per calendar week, up to a maximum amount of 5% of the net price of the goods delivered late. Our company shall be entitled to request payment of the contractual penalty together with specific performance and, as a minimum amount, compensation for damages from the seller in accordance with statutory provisions; Claims for compensation for additional damages shall remain unaffected. The claim to a contractual penalty shall continue to exist despite acceptance, without reservation, of the late delivery, provided the claim is made at the moment the purchase price is paid, at the latest - in the event of contractually agreed part payments, up to the moment of payment of the final instalment.
4.8 Apart from that, should a delay in delivery occur, our company shall be entitled to rely on the customary statutory claims.
5. Liability for Defects
5.1 In the event material or legal defects are ascertained, our company shall be entitled to rely on the statutory warranty claims without restriction. In particular, our company shall be entitled to request rectification of the defect or delivery of a new item, at its election. If subsequent performance is unsuccessful, impracticable or if it is refused by the supplier, then our company shall be entitled to request compensation for damages in accordance with statutory provisions and/or to withdraw from the contract and/or a reduction in the purchase price.
5.2 The supplier shall be obliged to bear all expenses required to effect subsequent performance, including any costs associated with assembly and disassembly.
5.3 Upon receipt of the goods, our company shall be obliged to inspect the goods for any visible transport damage and readily ascertainable patent defects, and to report these immediately following delivery. Our company shall be required to provide the supplier with immediate notification of any other defects as soon as these become ascertainable in the ordinary course of business.
5.4 The limitations period for warranty claims is 36 months following delivery.
5.5 The limitations period for warranty claims shall be tolled as long as the supplier does not refute the claim. The statutory provisions regarding the tolling of the limitations period shall otherwise remain unaffected.
6. Supplier Regress
6.1 If the newly manufactured good delivered by the supplier is delivered to a consumer as a component part or accessory to a new item, then the statutory provisions of §§ 478, 479 BGB shall find corresponding application in the event a defect is ascertained in the item delivered by the supplier.
6.2 In this case, our company's warranty claims shall become timebarred two months, at the earliest, following the time at which our company fulfilled the claims of the consumer. This tolling period shall terminate five years, at the latest, following the date upon which the supplier delivered the item to our company.
6.3 Consumers within the meaning of this clause are understood to comprise any end client who, in concluding a contract of this type, is not acting within the ordinary scope of his commercial or independent activities.
7. Products liability and liability of the manufacturer - Release - Liability insurance
7.1 The supplier shall be obliged to release our company from any claims for compensation for damages brought by third parties on account of personal injuries or material damages incurred that are attributable to a defect in the product delivered that was caused within the scope of control and organization of the supplier, and for which the supplier is liable.
7.2 In connection with her or his liability within the meaning of paragraph 1, the supplier shall also be obliged to reimburse any expenses resulting from or in connection with recall actions carried out by our company. As regards contents and scope of the recall measure to be undertaken, our company shall instruct the supplier and provide her or him with our position in this regard - to such extent as may be possible or practicable. Other statutory claims shall remain unaffected.
7.3 The supplier shall be obliged to maintain products liability insurance with a coverage amount of € 10 million per incident involving personal injury/material damages - lump sum - including recall expenses; these shall remain unaffected should our company be entitled to any additional claims for compensation for damages. The supplier shall be obliged to provide our company with proof of the insurance upon request.
8. Confidentiality; Provision of Tools
8.1 Our company shall retain ownership and copyright of illustrations, drawings, calculations and other documents; these must be kept confidential and must not be disclosed or made available to third parties without the express written consent of our company. They are to be used exclusively for manufacture on the basis of our order; following completion of the order, they must be returned to our company unsolicited. The obligation to maintain confidentiality in accordance with Clause 1 shall continue to apply following execution of this contract; this obligation shall be extinguished if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents disclosed are a matter of general knowledge.
8.2 Our company shall retain ownership of any tools, templates, moulds, designs or other objects provided to the supplier for the purpose of fulfilling the contract. The supplier shall be obliged to use these objects exclusively for the manufacture of the items ordered by our company. Processing or conversion shall be undertaken on our behalf by the supplier. If our reserved goods are processed with other objects that do not belong to our company, then our company shall acquire co-ownership of the new item in accordance with the value of our item (purchase price plus sales tax) in proportion to the other processed items at the time of processing.
8.3 If our reserved goods are inseparably blended with other objects that do not belong to our company, then our company shall acquire co-ownership of the new item in accordance with the value of our item (purchase price plus sales tax) in proportion to the other blended items at the time of blending. If the blending occurs in such as fashion as to render the supplier's item the main item, then it shall be deemed agreed that the supplier is to transfer part ownership to our company; the supplier shall safeguard sole ownership or part ownership on behalf of our company.
8.4 If the supplier provides tools so that the contract can be performed at the expense of our company, then it shall be agreed that these ownership of these tools shall pass to our company to the extent our company has agreed to recompense the supplier herefor. If our company participates to the extent of paying a portion of the costs, the supplier shall hereby concede co-ownership of the tools to our company in the same proportion as this portion. The supplier shall be obliged to insure the tools against fire, water, theft, destruction and further damages. At the same time, the supplier hereby assigns all claims for damages arising out of this insurance to our company; our company hereby indicates its consent to this assignment. The supplier shall be obliged to carry out required maintenance and inspection tasks on our tools, as well as all maintenance and repair work, in timely fashion and indeed at the supplier's own cost. Should the supplier omit to carry out these tasks as a result of his own fault or negligence, then the supplier shall be obliged to compensate our company for any damages it has incurred. Without the consent of our company, the supplier shall not be entitled to use or sell these tools in connection with the performance or other contracts concluded with third-party clients or customers. Once the contract has been performed, she or he shall be obliged to return the tools to our company upon request. Our company shall be entitled to inspect these tools any time at the facilities of the supplier, and the supplier shall grant our company access for this purpose.
8.5 If, in agreement with our company and without having satisfied the conditions for full acquisition of ownership in accordance with Clause 8.4, tools or other contract-related facilities are manufactured by the supplier for the purpose of performing the contract, then the supplier shall concede the supplier the right to acquire the items at their fair market value once the contract has been performed in its entirety.
9. Minimum Wage
9.1 The supplier shall be obliged to comply with the provisions of the law regarding minimum wage (MiLoG) at her or his facility, and to pay the applicable statutory minimum wage to her or his employees. Moreover, the supplier shall be obliged to ensure that any subcontractors she or he may have commissioned for the purpose of performing the contracts concluded with our company are required to comply with the provisions of the law regarding minimum wage. Upon request, the supplier shall provide our company with suitable documentary proof of compliance with these obligations.
9.2 The supplier shall be obliged to release our company from any and all claims and demands made by third parties brought on the basis of the obligations mentioned in Clause 9.1, and to reimburse our company for all costs expended in connection with legal defence against such claims, and to provide compensation for all damages and expenses incidental hereto, unless the supplier can prove that the breach of the obligation is not to be attributed to her or him. The obligation to provide the release shall also extend to fines imposed on account of breaches, committed by the supplier, of the obligation to comply with the law regarding minimum wage or corresponding breaches committed by a subcontractor commissioned by the supplier.
10. Sanctions and Export Control
10.1 Our company shall be entitled to refuse to perform our services if and to the extent that fulfilling the contract would result in a breach of applicable economic sanctions and export control provisions, in particular Regulation (EU) No. 833/2014 of the Council, as amended, as well as other sanctions provisions enacted by the European Union, the Federal Republic of Germany or the United Nations.
10.2 The supplier shall ensure the the goods, technologies and services she or he has provided are not subject to any prohibitions on account of sanctions or permit obligations that would stand in the way of the proper performance of the contract. The supplier shall provide our company with immediate written notification in the event goods or component parts of the delivery are subject to export control classification numbers. In particular, the supplier shall be obliged to establish whether the goods delivered or component parts thereof fall within the scope of application of Regulation (EU) No. 833/2014, in particular within the areas of energy and technology, as regulated therein.
10.3 To the extent goods or component parts thereof are subject to delivery of the above-mentioned restrictions, the supplier shall be obliged to provide our company with written notification in this regard prior to conclusion of the contract, and to adduce documentation regarding the required permits, certificates and documents required for export or relocation.
10.4 The supplier shall be liable for claims, damages and costs arising on account of a breach of the above-mentioned obligations, including fines and other official sanctions, if the supplier is responsible for the breach. Liability shall be limited to intentional acts and acts committed with gross negligence. Apart from this, the statutory provisions shall apply.
11. Storage Guidelines for Chassis
11.1 The supplier of chassis and component parts for chassis shall be obliged to provide our company with a written copy of the the applicable, current storage guidelines for the chassis or component parts for chassis which she or he has delivered. In particular, the storage guidelines must include specifications for proper storage, downtime maintenance and commissioning of the chassis. Modifications or updates to the storage guidelines must be reported to us by the supplier immediately after she or he becomes aware of them.
11.2 The supplier shall ensure that, at the time they are delivered by the manufacturer, the chassis and component parts of chassis that have been delivered correspond to the storage requirements and quality standards described in the technical specifications, operating manuals and storage guidelines. These include, among other things:
- Compliance with prescribed storage conditions (temperature, air humidity, ventilation)
- Observance of the maximum permissible storage period and downtime.
- The performance of prescribed downtime measures.
- Compliance with specific quality criteria of the manufacturer
11.3 Upon request, the supplier shall be required to make the storage guidelines to be passed on to our dealers and end clients available in a form suitable for publication, so that we can provide our customers and clients with information regarding the downtime maintenance prescribed by the manufacturer.
12. Jurisdiction – Place where contract to be performed – Applicable law
12.1 If the supplier is a merchant, the administrative division in which our company headquarters are located shall have exclusive jurisdiction with regard to any and all disputes arising out of and in connection with the contract concluded with the supplier; however, our company shall be entitled to bring a claim against the supplier in a court of the administrative division in which the supplier is located.
12.2 If the purchaser is a merchant, unless the order confirmation states otherwise, the administrative division in which our company headquarters are located shall be the place of fulfilment for all obligations arising out of the contract.
12.3 The laws of the Federal Republic of Germany shall apply; The UN Convention on Contracts for the International Sale of Goods shall have no application.