General conditions of purchase
These Terms and Conditions of Purchase shall form the basis of all orders and shall apply exclusively. Any conflicting or additional terms and conditions of the supplier shall be objected to unless we have expressly agreed to them in writing and in whole or in part. Our Terms and Conditions of Purchase shall also apply if we accept the supplier's delivery without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase. Our Terms and Conditions of Purchase shall only apply to entrepreneurs pursuant to § 14 BGB (German Civil Code), legal entities under public law and special funds under public law.
Our General Terms and Conditions apply to all present and future business relations with the Supplier.
1.1 Orders must be placed in writing; they shall also be deemed to have been placed in writing if transmitted by electronic data transfer. This shall also apply to subsequent amendments and supplements.
1.2 The order shall be confirmed in writing within ten working days on the copy of the order provided for this purpose (order confirmation). If the order was placed electronically, it may also be confirmed by the same means.
1.3 An order shall only be deemed to have been placed if it is accepted by the Supplier in all parts including these GTC.
1.4 Offers, cost estimates, etc. submitted by the supplier shall be free of charge for us. This shall also apply to all costs incurred in the run-up to the contract to be concluded, which shall be borne by the supplier.
1.5 We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without being requested. They must be kept secret from third parties; in this respect, Clause 12.5 shall apply in addition.
2. prices - terms of payment
2.1 The prices stated in the order are fixed prices including statutory VAT. In the absence of any written agreement to the contrary, the price shall include delivery free domicile including packaging. The return of packaging requires special agreement. The Supplier may not charge any surcharges for dispatch, safekeeping, freight, insurance, customs duties or levies without express agreement.
2.2 Invoices must show the VAT due separately. Original invoices must not be enclosed with the delivery of goods. The order number must be indicated without fail. The supplier shall be responsible for all consequences arising from non-compliance with these obligations, unless he proves that he is not responsible for them.
2.3 We shall make payments within 14 calendar days, calculated from proper delivery and receipt of invoice, with a 3% discount or within 30 calendar days without discount, unless otherwise agreed in writing in individual cases. A payment by us shall be deemed to have been made in due time if the date of issue of the payment medium is within the payment period.
2.4 We shall be entitled to rights of set-off and retention to the extent provided by law.
3. delivery time
3.1 The delivery and performance dates specified in the order are binding.
3.2 The timeliness of deliveries shall be determined by the date of receipt at the shipping address specified by us.
3.3 The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that agreed deadlines cannot be met.
3.4 In the event of delay in delivery/service, we shall be entitled to claim liquidated damages for delay in the amount of 0.15% of the gross order price per calendar day of delay, but not more than 5% of the gross order price. Damages for delay may be claimed up to the due date of the final payment. In all other respects, we shall be entitled to the statutory claims in the event of a delay in delivery. In particular, we shall be entitled to claim damages in lieu of performance and/or rescission after the fruitless expiry of a reasonable period. If we demand damages, the supplier shall have the right to prove to us that he is not responsible for the breach of duty. The supplier shall have the right to prove to us that no damage or significantly less damage has been incurred as a result of the delay.
3.5 Default of acceptance on our part shall occur in deviation from the provisions of §§ 293 et seq. BGB, 373 f. HGB (German Commercial Code), we shall only be in default of acceptance if the supplier, following an actual or literal offer which remains unsuccessful, sets us a deadline in writing for acceptance of the delivery items, but no later than 14 calendar days after the agreed delivery date. The supplier shall only be entitled to claim compensation for additional expenses from this point in time. The legal consequence of § 373 HGB (German Commercial Code) is excluded.
Transfer of risk shall only take place upon occurrence of the default of acceptance agreed upon according to this provision.
4. shipping - dangerous goods
4.1 The goods shall be packed and shipped in such a way that damage during transport is avoided.
4.2 When delivering hazardous substances within the meaning of the Ordinance on Hazardous Substances, the latest national and international regulations shall be complied with.
Product information and current EU safety data sheets in German and English shall be provided to us within 30 calendar days after acceptance of the order, but no later than upon delivery of the goods.
4.3 Shipping documents and delivery bills must contain the shipping address, the name of the recipient if applicable, the order number and the order date.
4.4 The Supplier shall be responsible for all damages and consequences resulting from non-compliance with the above provisions.
5. transfer of risk
5.1 Unless otherwise agreed in writing, delivery shall be made free domicile.
5.2 The time of transfer of risk shall be determined by the agreed terms of delivery and in accordance with the Incoterms valid at the time the order is placed. Transport insurance shall be provided by us.
5.3 If we have reserved the right to accept the goods after delivery, the transfer of risk shall only take place after acceptance.
5.4 Signing the delivery bill does not imply acceptance of the delivered goods as being in conformity with the contract.
6. export license requirement
6.1 On the basis of the Foreign Trade and Payments Act (AWG), the War Weapons Control Act (KrWaffKontrG) and similar laws, we must be informed at the latest upon acceptance of the order whether the goods to be delivered are subject to export licensing or other restrictions.
6.2 The Supplier shall be responsible for all damages and consequences resulting from the non-observance of the above provision.
6.3 If the goods are subject in whole or in part to the export license requirement, we shall be entitled to withdraw from the contract free of charge.
7. force majeure
In the event of force majeure, such as natural disasters, riots, official measures, transport disruptions, strikes, lockouts, operational disruptions for which we are not responsible, both in our company and in the company of the supplier or its subcontractors, we shall be entitled to demand performance of the contract at a correspondingly later date. If these circumstances last for more than three months, we shall be entitled to withdraw from the contract. The supplier shall not be entitled to any claims due to the delay in the delivery date. The supplier shall immediately refund any consideration already received.
8. guarantees and quality assurances of the supplier
8.1 The Supplier warrants that the goods delivered or materials or substances used comply with all international and European legal provisions (in particular the provisions on occupational safety, health protection, fire protection and environmental protection as well as construction, trade and regulations as well as those of the Equipment and Product Safety Act and the relevant implementation regulations) as well as all relevant technical conditions (in particular VDE, DIN, CE, GS, PTB, TÜV, FTZ, DVGW specifications) and bear the necessary test marks or conformity marks.
8.2 The delivery items comply with the national and European environmental protection regulations.
8.3 The delivery items comply with the latest state of development and manufacture in terms of material and technology, the relevant statutory regulations and legal provisions, as well as the regulations and guidelines of authorities, professional associations and trade associations (e.g. Equipment Safety Act, Foodstuffs and Consumer Goods Act, environmental regulations and others). This applies in particular in the field of noise control, the recognized rules of technology, the safety regulations, the accident prevention and VDE regulations and the agreed technical data.
The supplier guarantees that delivery items which are provided with an EAN bar code are perfectly legible.
9. inspection of defects - liability for defects
9.1 We are obligated to inspect the goods within a reasonable period of time for any deviations in quality and quantity; the notice of defect is timely if it is received by the supplier within a period of five working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.
9.2 We shall be entitled to the statutory claims for defects in full. As supplementary performance, we may, at our discretion, demand the rectification of the defect or the delivery of a defect-free item.
9.3 The supplier shall be obliged to reimburse all expenses incurred by us in connection with the defect. The right to claim further damages, in particular damages in lieu of performance, is expressly reserved.
9.4 We shall be entitled to remedy the defect ourselves at the Supplier's expense if there is imminent danger or special urgency.
9.5 The limitation period pursuant to § 438 para. 1 no. 3 BGB shall be 36 months instead of two years, calculated from the transfer of risk.
9.6 If claims are asserted against us by our customers within the scope of a purchase of consumer goods, the statutory limitation provisions of § 479 shall apply.
9.7 The limitation periods for liability for defects shall be suspended by our written notice of defects.
10. product liability - liability insurance coverage
10.1 The supplier shall be liable within the scope of the statutory provisions for all damage caused to us, our employees or third parties in connection with the performance of the order.
10.2 Insofar as the Supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties upon first request to the extent that the cause lies within its sphere of control and organization and it is liable itself in relation to third parties.
10.3 Within the scope of its liability pursuant to Section 10.2, the Supplier shall also be obliged to reimburse us for any expenses pursuant to Sections 683, 760 BGB and Sections 830, 840, 426 BGB arising from or in connection with a recall action carried out by us. We shall inform the supplier of the content and scope of the recall measures to be carried out - insofar as this is possible and reasonable - and give the supplier the opportunity to comment. Our other statutory claims shall remain unaffected.
10.4 The supplier undertakes to maintain a product liability insurance with an insured sum of € 10 million per personal injury/property damage - lump sum; if we are entitled to further claims for damages, these shall remain unaffected.
Status: February 2019 Zettl i-tec GmbH