Download as PDF file: General Terms of Purchase
- 1. SCOPE
These General Terms of Purchase (also the Purchase Terms) form part of any contract concluded by us for the purchase of goods or services with the respective supplier or service provider (Supplier). We recognize terms and conditions of the Supplier that conflict with or deviate from our Terms and Conditions of Purchase only if we agree to them expressly and in writing. The Purchase Terms also apply if we accept or pay for the delivery without reservation despite knowing that the Supplier's terms and conditions conflict with or deviate from the Purchase Terms. These Purchase Terms also apply to all future transactions with the Supplier of a similar nature.
- 2. CONTENT OF THE CONTRACT AND OUR DECLARATIONS AIMED TO THE CONCLUSION OF THE CONTRACT
2.1 Our order alone determines the content of the contract and already our offer aimed at concluding the contract in the legal sense or - depending on the circumstances - our declaration of acceptance. In addition to the document expressly marked as an "order", the order includes all provisions that such document, by (direct or indirect) reference to other documents such as our inquiry regarding the goods or services in question or the supplier's offer or parts thereof, declares to be part of the order. The order does not, however, include the Supplier's general terms and conditions referred to in its offer or in another document, unless to the extent these general terms and conditions have been expressly confirmed by us in the order or otherwise in writing.
2.2 Any provisions in the order that deviate from these Purchase Terms shall prevail.
- 3. CONCLUSION OF THE CONTRACT
If our order does not already constitute acceptance in the legal sense, it shall expire after two weeks.
- "4. PRICES/PAYMENT TERMS
4.1 Unless otherwise specified in the contract, the agreed price is for a delivery “DDP Frellstedt”, i.e. it includes packaging, freight, customs, insurance and other similar costs.
4.2 Unless otherwise agreed, we will pay the price within 14 days of receipt of the invoice with a 3% discount or within 30 days of receipt of the invoice net. The prerequisite for payment is the existence of a proper and verifiable invoice in accordance with Section 14 Paragraph 4 of the VAT Act. If processing by us is delayed in the course of our normal business because one or more of the required invoice details are missing or incorrect, the payment period from sentence 1 is extended by the period of delay. The payment period begins upon receipt of the supplier's invoice, but not before complete delivery or service. Invoicing for partial services provided requires our written consent. Payments do not constitute recognition of the delivery or service as being in accordance with the contract.
- 5. RISK OF LOSS
Any risk of loss remains with the Supplier until the goods have been delivered in full to the Buye.
- 6. INCOMING GOODS INSPECTION
We will check the goods after delivery only with regard to identity (correspondence with the goods listed in the order or delivery request), completeness, transport damage or other externally visible damage. We will inform the Supplier of such errors and damage immediately. We will also give notice of defects as soon as they are discovered in the normal course of business. Otherwise, we are not obliged to check the goods delivered in accordance with Section 377 paragraph 1 of the German Commercial Code (HGB).
- 7. DELIVERY DATES AND DEADLINES
7.1 The delivery periods or dates stated in orders are binding and are understood to be due at the place of performance. The Supplier is obliged to inform us immediately in writing, stating the reasons and the expected delay, if circumstances arise or become apparent to him which indicate that the agreed delivery or execution date cannot be met.
7.2 If the Supplier is in default, we are entitled to assert the statutory claims and, in particular, to demand compensation instead of performance and withdrawal after the fruitless expiry of a reasonable period of time set. If we demand compensation, the Supplier has the right to prove to us that he is not responsible for a breach of duty. In the event of a delay in delivery, we are entitled to demand a contractual penalty of 0.1 of the delivery value per working day, but not more than 5% of the total delivery value. We are entitled to assert such contractual penalty in addition to performance. We undertake to declare the reservation of the contractual penalty to the Supplier within 10 working days at the latest, calculated from receipt of the delayed delivery. Further claims and rights remain reserved, in particular to compensation for damages exceeding the contractual penalty owed. The unconditional acceptance of the delayed delivery or service does not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service. This applies until the full payment of the fee owed by us for the service in question has been made. The Supplier can only invoke the lack of necessary documents to be provided by us if he has requested the documents in writing and has not received them within a reasonable period of time.
7.3 Goods will be accepted daily between 7:00 a.m. and 2:00 p.m.
7.4 We are not obliged to accept partial deliveries and/or advance deliveries or advance executions unless we have confirmed this beforehand in writing.
- 8. WARRANTY
8.1 The Supplier warrants that the deliveries or services correspond to the agreed specifications and are free from defects that cancel or reduce their value or suitability for normal or contractually assumed use.
8.2 Claims for defects – regardless of the legal basis – expire 36 months after delivery. Longer contractual or statutory limitation periods remain unaffected by this.
- 9. THIRD-PARTY PROPERTY RIGHTS
The Supplier guarantees that the delivery and use of goods will not infringe any third-party property rights. We will inform the Supplier of any claims made by third parties. We will not acknowledge such claims on our own initiative. We authorize the Supplier to take over the dispute with the third parties in court and out of court. The Supplier is obliged to inform us immediately in writing if a third party asserts claims based on an existing property right or if such claims are threatened. In the event of a culpable infringement of third-party property rights, the Supplier will, at its own expense, defend third-party claims made against us for infringement of property rights based on the Supplier's deliveries and services. The Supplier shall indemnify us against all claims arising from the use of such property rights, provided that it is responsible for them. If our use of the delivery is impaired by existing third-party property rights, the Supplier must either acquire the relevant approval at its own expense or modify or replace the affected parts of the delivery so that the use of the delivery no longer conflicts with third-party property rights and at the same time complies with the contractual agreements.
- 10. PRODUCT LIABILITY
If the Supplier is responsible for product damage, he is obliged to pay compensation on first request or to indemnify us against third-party claims for damages on first request. In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall campaign carried out by us. We will inform the Supplier of the content and extent of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment. Other statutory claims remain unaffected.
- 11. CONFIDENTIALITY
11.1 We reserve ownership rights and copyrights to all documents provided to the supplier in connection with the order, such as samples, formulas, data, calculations/estimates, drawings, etc. (Our Documents).
11.2 The Supplier undertakes not to disclose or make available Our Documents or other information concerning us that we have communicated to him or that has otherwise become available to him in dealings with us to third parties who do not require access to them in order to provide the services under the contract, unless we give the Supplier our express written consent to do so, and to use Our Documents and said information only for the purpose of fulfilling the contractual obligations. Our Documents and said information are to be used exclusively for production or services based on our order.
11.3 Our Documents must be returned to us immediately if the supplier does not accept our order within the period specified in section 3. If our order is accepted, the documents must be returned to us without request at the latest when the contract has been completed.
11.4 The confidentiality obligation shall also apply after the completion of the contract. It shall expire if and to the extent that the manufacturing knowledge contained in the images, drawings, calculations and other documents provided has become generally known.
11.5 The Supplier shall ensure that its vicarious agents and, if applicable, the subcontractors employed by it handle our documents and the information pursuant to paragraph 11.2 in the same manner as it itself owes us in accordance with the preceding paragraphs of this clause 11.
- 12. PROVISION OF MATERIAL OR TOOLS BY OURSELVES
12.1 If we provide the Supplier with parts or materials, we retain ownership of these. Such parts must always be marked as our property. Processing or transformation by the Supplier is always carried out in our interest. If our reserved goods are processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing. If the item provided by us is inseparably connected or mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Supplier's item is to be regarded as the main item, it is agreed that the supplier transfers proportionate joint ownership to us; the supplier holds sole ownership or joint ownership for us.
12.2 We retain ownership of tools; the Supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us and to identify them as our property. The processing, mixing or combining (processing) of tools provided by us is prohibited. The Supplier is obliged to insure the tools belonging to us at their new value against fire, water and theft damage at his own expense. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work in a timely manner at his own expense. He must notify us of any malfunctions immediately; if he fails to do so through his own fault, claims for damages remain unaffected.
- 13. MISCELLANEOUS
13.1 Our acting employee is not authorized to make additions or changes to the contract, including this written form clause, unless they are agreed in writing.
13.2 The Supplier may not assign any order, claim against us or the contract as such, either in whole or in part, to a third party without our prior written consent.
13.3 The place of performance is the place to which the goods are to be delivered in accordance with the order. The exclusive place of jurisdiction for all disputes arising from this contract is Braunschweig. However, we are entitled to sue the Supplier at the place of jurisdiction of his place of business. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
13.4 Should one or more provisions of these Purchase Terms or contract clauses be or become invalid in whole or in part, or should this contract contain gaps, this shall not affect the validity of the remaining provisions and clauses. The parties undertake to replace the invalid clause with another that comes closest to the economic purpose of the invalid or missing provision and is itself valid.
Version 2024 November