General Conditions of Purchase
valid as of July 2016
1. Scope of Conditions
a) All purchases of our goods and services, orders, requirements or processing requests with all of our contractual partners are performed solely on the basis of these Conditions of Purchase. These Conditions apply to businesses, and thus to all future business relations, even if they are not expressly agreed.
b) We hereby expressly reject any terms of a contractual partner that conflict with our Conditions of Purchase. Our Conditions of Purchase also apply exclusively even if we do not, in individual cases, raise objections to the inclusion of the conditions of one of our suppliers or if we accept a shipment of a supplier without reservation while being aware of contrary or supplementary terms of business. Commercial letters of confirmation of a contractual partner do not obligate us, even if we do not explicitly contradict them.
c) We may amend our Conditions of Purchase at any time, should market conditions necessitate these amendments, and if the customer consents to the amendments. The customer declares their consent by not expressing any opposition to such amendments within four weeks of notification. We shall notify the customer of any changes and the consequences of failure to submit an objection.
2. Orders and Conclusion of a Contract
a) Orders, and conclusions of contracts and delivery call-offs, as well as amendments and additions, must be made in writing. Oral agreements of any kind, including subsequent changes and amendments to our conditions of purchase, must be confirmed by us in writing.
b) Should a contractual partner fail to accept an offer or order within two weeks, we are entitled to cancel. Delivery call-offs and delivery dates are binding if the contractual partner fails to submit any objections within three working days of receipt.
c) Cost estimates are binding and shall not be subject to compensation, unless otherwise agreed.
d) The supplier is not entitled to cede claims that arise from the contractual relationship to third parties.
3. Prices and Shipping Costs
a) The prices stated in our order, plus statutory sales tax, are decisive. Should a price be not expressly stated, the prices stated in the previous order shall apply or, in the case of call order, the agreed price or, in the event that no corresponding agreement has been expressly made, the price of the last shipment. All prices are fixed prices.
b) Price increases must be expressly accepted by us. Recalculations are excluded.
c) All prices are including all packaging, transportation, insurance and all other costs of delivery, unless otherwise agreed. This also applies to any ancillary costs such as travel expenses, provision of tools etc.
Invoices must be sent to us in duplicate immediately following the delivery of goods. These invoices may not be attached to the shipment. The invoices must state as a minimum the order number, supplier number and our article number, as well as the day of delivery or provision.
5. Delivery and Packaging, Transfer of Risk
a) Unless otherwise agreed, "DAP destination" goods must be delivered in accordance with Incoterm 2010 and provided with shipping documents. Shipping documents must contain:
- bill of delivery in duplicate,
- packing slip
- cleaning certificates and
- test certificates in accordance with the agreed specifications.
b) Agreed dates and deadlines are binding. The receipt of goods is decisive for compliance with the delivery date or delivery period. If, exceptionally, no "DAP destination" delivery in accordance with Incoterm 2010 has been agreed, our contractual partner must provide the goods while taking into account the transport time for loading and dispatch agreed with the carrier. Should our contractual partner fail to comply with the agreed dates or deadlines, statutory provisions shall apply. Our contractual partner must inform us immediately as soon as it can be foreseen that the agreed delivery dates or delivery periods cannot be met. Any unconditional acceptance of a belated shipment or service does not imply a waiver by us of compensation claims due to us as a result of delayed delivery or service. This applies until full payment of the amount owed by us for the delivery or service concerned.
c) Partial deliveries and early deliveries are only permissible if we have expressly declared so in our agreement. However, the claim for payment becomes due for payment with complete delivery at the earliest.
d) All shipping documents and, where goods are packed, the outer packaging, must state the order number, supplier number, our article number, gross and net weight, number of packed items, type of packaging (disposable/reusable), dispatch date or provision date and the destination (unloading point) and indicate the consignee, if known.
e) For imports, shipping documents must state whether goods are duty-paid or duty-unpaid. The contractor must provide us with the following customs clearance documents for non-duty-paid goods:
- Transit accompanying documents (ZBT 1),
- Shipping documents,
- Customs or commercial invoice,
- Preference documents such as Form A, EU R.1, A.TR.,
- Certificate/diploma of and, if required,
- further documents necessary for customs clearance.
f) Our contractual partner must additionally ensure that information that is submitted to the office responsible for preregistration for the customs preregistration process is complete, accurate and on time so that no delays in delivery can result from this process. For duty-paid goods, proof of duty payment (e.g. ATC number, tax bill number) must be stated in the transport documents.
g) Our contractual partner must additionally provide us with detailed written notification of any licensing requirements in the event of (re-)export in accordance with local export and customs regulations, including those of the country of origin of goods and services, if it is aware that the goods or services exports are destined for (re-)export.
h) Additionally, the contractor must pack goods carefully using packaging materials that are permitted on the transit route and at the destination in order to avoid damage during transit. Should any damage be caused due to improper packaging, the contractor shall be liable under statutory provisions.
i) For domestic deliveries, our contract partner must, at our request, collect any necessary repackaging, transport or sales packaging at the destination, or have it collected.
j) Dangerous products must be packed, labelled and dispatched in accordance with the relevant national and international regulations. Our contractual partner needs to meet in particular the obligations in accordance with EC Directive 1907/2006 ("Reach Directive") that concern suppliers and provide, in accordance with the Reach Regulation, a safety data sheet in the language of the recipient country. The contractual partner shall bear the risk of loss, damage or other deterioration up to the arrival of the contracted goods at the agreed destination. Insofar as delivery with installation/service has been agreed, the transfer of risk shall occur only following the proper execution of installation/service and handover. Should acceptance be agreed by contract or provided for by law, risk is transferred on our acceptance of the goods. Should formal acceptance have been agreed, the transfer of risk shall occur only upon confirmation of acceptance in the acceptance report. The mere payment of invoiced amounts, even if done without reservation, does not replace formal acceptance. Partial deliveries are not permitted unless we have given our express consent or it is reasonable for us.
k) With regard to quantities, weights and dimensions, the values determined by us during the inspection of incoming goods shall prevail. The contractual partner reserves the right to provide other evidence.
l) The contractor shall bear material risk until the acceptance of goods or service by us or our agent at the place to which the goods are to be delivered or the service provided in accordance with the order.
Payments shall be made at our discretion by bank transfer, cheque or exchange following the acceptance of goods and receipt of an auditable invoice, as well as transfer of all documents related to delivery. Unless expressly agreed otherwise in writing, we pay either within 30 days less 3% deduction or within 60 days without deduction. We are entitled to settle invoiced amounts against receivables owed by us to our contractual partner.
7. Warranty, Liability
a) The vendor warrants that products are of high quality and have been produced in accordance with the best industrial standards. Products are safe, marketable and suitable for their intended purpose and comply with their specifications in all regards.
b) We check delivered goods based on accompanying documentation only for identity and quantity, as well as visible external transport damage. We shall notify the contractual partner of any defects in the shipment within a reasonable period of time as soon as they have been determined in accordance with the conditions of our regular business processes. In this respect, the supplier waives the objection of delayed notification of defects (§ 377 HGB).
c) In case of defects in goods that have been or are to be delivered to us, statutory warranty rights shall apply. In the event of defective shipments, we are entitled in particular to request, at our discretion, either repair or an additional shipment. Under the conditions of § 439 para. 3 BGB, the contractor has the right to refuse the type of subsequent performance chosen by us.
d) In the event of delays in delivery, we shall be entitled to demand a contractual penalty to the amount of 1% for each commenced week of delay, but in total no more than 10% of the order value; while the supplier has the right to prove to us that no or significantly less damage has been incurred. The assertion of more extensive damage is reserved. We are obligated to declare the reservation of contractual penalty no later than upon payment of the invoice following the delayed delivery.
e) Our contractual partner shall bear liability for other defects in shipments or other breaches of obligations in accordance with statutory provisions. The statute of limitations of any warranty claims for defects is also governed by statutory provisions.
f) The vendor undertakes to release us from any liability toward third parties or liability claims from third parties, which are caused by the production, supply or storage of products, at first request. The above does not apply if the underlying event can be attributed to grossly negligent or wilful misconduct by us. The vendor shall notify us immediately of any legal action brought or claims asserted against it and provide us with all relevant documents. If we are obliged, due to a failure on the part of the supplier, to carry out a recall against third parties, the supplier shall bear all related costs.
g) The vendor undertakes to conclude a comprehensive liability insurance policy, including product liability, with a renowned insurance company with a reasonable minimum coverage per claim. The vendor shall provide us with evidence of the scope of insurance coverage on an annual basis without being notified to do so.
8. Origin of Goods, Composition of Goods
a) Our contractor must state the origin of the goods (country of origin) in commercial papers (in particular in the bill of delivery and invoice) and, at our request, furnish a certificate of the origin of goods or a (long-term) supplier's declaration free of charge.
b) Goods must meet the conditions of origin the bilateral or multilateral preferential agreements or unilateral conditions of origin of the general preference system for favoured nations (APS), insofar as shipments are within the scope of this movement of goods.
c) Our contractual partner must ensure that all constituent parts of goods are in accordance with the relevant requirements of EC Directive 1907/2006, also known as the "REACH Directive", preregistered or registered for the uses that we have communicated to the partner, or exempted from the registration requirement and, where relevant, are also permitted. If the goods are a commodity within the meaning of Art. 7 of the REACH Directive, the above obligation must be applied to materials that are free of these commodities.
d) Our contractual partner must inform us immediately if a component of a product contains a concentration in excess of 0.1 percent by weight (W/W) of a substance that meets the criteria of Art. 57 and 59 of the REACH Directive (Substances of very high concern). This also applies accordingly to packaging products.
e) The vendor undertakes to retain documentation regarding the manufacture, storage and delivery of products for a period of at least ten years from the date of delivery and to make these documents available to us on request.
9. Minimum standards to be met by the contractual partner.
a) Our contractual partner must ensure that it itself, its subcontractors, recruitment agencies and suppliers or their subcontractors, recruitment agencies or suppliers observe and meet statutory requirements for statutory minimum wage and the German law on the posting of workers with regard to the workers deployed by them and meet their obligations to pay contributions to social security institutions, trade associations and other institutions, and in particular the common facilities of the parties to the tariff agreement as referred to in § 8 of the law on the posting of workers. The contract partner must observe this in the selection of its subcontractors and recruitment agencies and require that their subcontractors and recruitment agencies make a corresponding binding commitment to the above, which must be clearly documented by the contractual partner. Any illegal employment of any kind is prohibited.
b) Our contractual partner is obliged to indemnify us from any claims made by an employee of the contractual partner, or one of their subcontractors or recruitment agencies or by one of the facilities of the parties to the tariff agreement as listed in § 8 of the law of the posting of employees, for the payment of remuneration and/or contributions, including any legal costs.
c) Should the contractual party be in breach of one of the obligations deriving from this paragraph, we are entitled to terminate or withdraw from the contract extraordinarily and without notice. The contractual partner shall additionally be liable towards us for any damage that is incurred due a breach of the obligations contained in these sections. This does not apply if the contractual party bears no responsibility for such a breach.
d) The contractor shall have no direct or indirect commercial or other connections to terrorists, terrorist groups or other criminal or anti-constitutional organisations. In particular, the contractual partner shall take appropriate organisational measures to ensure the enforcement of existing embargoes, European directives on the fight against crime and terrorism that are applicable in the context of the supply relationship and the corresponding American or other applicable provisions in the conduct of its business, in particular through adequate software systems. The contractual partner shall indemnify us from all claims and costs resulting from such a legal infringement of the contractual partner and its associated businesses or employees, representatives or agents - including reasonable legal fees and consultation fees or fees or fines pursuant to administrative law.
e) The supplier shall allow us to inspect their premises at any time and without prior notification. To this end, the supplier shall provide us with information and grant us access to relevant documents and materials, as well as grant us access to product production processes, storage and transportation. We are permitted to carry out inspections on the premises of the supplier during the supplier's regular hours of business or have the inspections carried out by third parties who have been sworn to confidentiality. We shall ensure that the operations of suppliers are disturbed as little as possible by on-site activities.
10. Production Materials
a) Production materials, and in particular drawings, factory standard sheets, models, dies, moulds, tools, etc., which are provided by us to our contractual partner or manufactured by the contractual partner according to our specifications shall not be used for, and in particular not sold to or other conveyed to third parties without our consent. The same applies to products manufactured using these materials. These, too, may be used for other purposes only when we have granted our consent to such use.
b) Production materials must be returned to us without special notification to do so following the execution of our orders.
11. Spare Parts
(1) The supplier shall retain spare parts for products delivered to us for a period of at least 10 years following delivery.
(2) The supplier must inform us in good time should it intend to cease the retention or production of spare parts.
12. Trade Secrets, Property Rights
a) The supplier is obliged to treat orders placed by us and all related details and information, both commercial and technical, as trade secrets. This also applies for a period of five years after the end of the contract, unless a longer period has been agreed by the parties. At our request, all documents and information must be returned to us or destroyed immediately following the completion of the order. Publicly accessible information or information that the supplier has developed independently are exempted from this provision.
b) The contractual partner warrants that there shall be no breach, either direct or indirect, of domestic or international property rights or other rights that do not enjoy the protection of statutory property rights through the use of objects with which it is supplied. Over and above this the contractual partner shall bear liability for any direct or indirect damage that may be caused to us as a result of the breach of such rights. In such a case, the contractual partner shall indemnify us from any reasonable legal or defence costs incurred.
13. Place of Fulfilment, Place of Jurisdiction, Applicable Law and Other
a) Bielefeld, Germany shall be the place of fulfilment for delivery, provision and payment with regard to all rights and obligations deriving from both parts of the contract.
b) The sole place of jurisdiction for disputes arising either directly or indirectly from the contractual relationship (including bills of exchange, cheques and other documentation processes) is Bielefeld, Germany. We may, however, also choose a different place of jurisdiction.
c) The laws of the Federal Republic of Germany alone shall be applied to these Terms and Conditions and all legal relations between us and the contractual partner. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
d) The invalidity or unenforceability of any provision of these Conditions of Purchase shall not affect the validity of the remaining provisions. Any invalid or unenforceable provisions shall be replaced by a legally permissible provision that most closely approaches the purpose of the invalid or unenforceable provision.