v1. Scope of Application
The following Terms and Conditions of Purchase apply to any and all goods and/or ser-vices that we have acquired or purchased from the Supplier, provided that the Supplier is an entrepreneur pursuant to Section 14 BGB [German Civil Code], a public-law legal entity or a special fund under public law. Objection is hereby raised to the application of any general terms and conditions of business of the Supplier. Our Terms and Conditions of Purchase apply in the version in effect at the point in time of the placing our order with the Supplier.
- Conclusion of Contract
2.1 If the Supplier does not accept our order in writing within two weeks of receiving it, our order becomes invalid. Our receipt of the order acceptance is authoritative for compli-ance with this period.
2.2 The order acceptance shall contain all of the significant order data, in particular the exact designation of the ordered items, order number, order and delivery date and price.
2.3 An amended or modified acceptance constitutes a new offer that we may, at our own discretion, accept or refuse.
2.4 The Supplier is not entitled to contract the order, in whole or in part, to third parties or to contract performance of services by third parties without our prior written consent. Contracting the order to third parties without authorisation entitles us to cancel the con-tract, in whole or in part, and to request damage compensation.
2.5 In the event the Supplier contracts (with our consent) a subsupplier, the Supplier cove-nants to forward all of the requirements from the procurement document and the related key features to the subsupplier. The Supplier also covenants to include in its agreement with the subsupplier any and all obligations to us established by these Terms and Condi-tions of Purchase and any other contractual agreements. This obligation of the subsupplier does not release the Supplier itself from its obligations to us. - Prices
3.1 The Supplier’s prices are shown free place of performance. They include costs of packag-ing, loading and freight, including any insurance costs for the transport of the goods. To the extent legally possible, the Supplier shall, at its own expense and risk, obtain export and import permits or other government permits and complete any and all customs for-malities required for the import and export of the goods and, as required, for transit through a third country.
3.2 The agreed prices are fixed prices and exclude any subsequent claims or price increases of any nature. - Terms and Conditions of Payment
4.1 Supplier’s invoices must contain all of the information required in the order for every consignment.
4.2 Unless otherwise agreed, our payments will always be made by bank transfer within 30 days of delivery and receipt of invoice and subject to a cash discount of 2% (or as other-wise agreed). The deduction of the cash discount is also permissible in cases of offsets or retention of payments due to defects.
4.3 The Supplier is not entitled to assign its claims against us without our written consent or to allow third parties to collect its claims. - Delivery Date, Place of Performance
5.1 The agreed delivery date is binding. Deliveries made prior to or after the agreed delivery date are permissible solely with our written consent.
5.2 Receipt at the reception point we have designated is authoritative for the due time deliv-ery. The Supplier shall notify us immediately if and when it becomes apparent that it will be unable to comply with the delivery date. Our acceptance of a delayed delivery does not constitute a waiver of compensation claims.
5.3 If and when the Supplier is in default of delivery, we may charge a contractual penalty in the amount of 0.5% of the order value for each week or part thereof of the default, not to exceed, however, 5% of the order value in the aggregate. The contractual penalty may be charged at any time until final payment has been made.
5.4 We are not obligated to accept partial deliveries. In the event partial deliveries have been agreed, the remaining quantity which must still be delivered shall be shown in the deliv-ery note.
5.5 Place of performance for deliveries or Supplier’s services is the reception point stipulated in the order. If a reception point has not been designated, our registered office is the place of performance. - Shipping, Passing of Risk
6.1 The Supplier shall package and ship the goods in proper form and shall comply with any and all pertinent packaging and shipping provisions. The Supplier is liable for any and all damage or loss we suffer due to incorrect or inadequate packaging.
6.2 Shipping documents such as delivery note, packing slip, certificates and verification doc-uments shall accompany the consignments. The order numbers and the identification markings we requested in the order shall be shown on all written documents. Notice of shipment shall be sent to us on the day of shipment at the latest.
6.3 The Supplier bears any and all additional costs we incur due to the failure to comply with the above regulations.
6.4 Risk passes upon the receipt of the goods at the place of performance whenever delivery is made on the basis of a purchase contract. The risk for work performance passes upon acceptance. - Supplier’s Obligations and Rights in Case of Defects
7.1 The Supplier unconditionally warrants the proper delivery and procurement of the deliv-ered goods. In particular, it is accountable for quality and freedom from defects as well as the quantity of the delivered product described in detail in the order. The Supplier affirms that the delivered product is free of any and all legal defects of any nature; in particular, it is free of third-party rights. The above provisions apply mutatis mutandis to work performance owed by the Supplier.
7.2 The Supplier is accountable for any defects in the delivered product or the work for a period of three years, commencing with the passing of risk. The limitation period for structure construction and works for which successful completion comprises the perfor-mance of planning or supervisory services is five years as of the acceptance.
7.3 We will notify the Supplier in writing of obvious defects without delay, but no later than within five workdays following an inspection of incoming goods conducted without delay, and of hidden defects without delay, but no later than within five workdays after their discovery.
7.4 If a product is determined by the Supplier to be defective after delivery or during its use, the Supplier is obligated to notify us immediately so that the necessary measures can be coordinated and initiated.
7.5 If a delivered product or work is determined to be defective during the warranty period, we may request subsequent performance, i.e. at our option the remedy of the defect or the delivery of a product free of defects or the performance of a new work. We may also assert these rights, in addition to the claim for performance, even before the passing of risk, provided that the defect has been recognised at this time. In the event of cancella-tion, reimbursement of any payments is subject to interest charged in the amount of 9% p.a. above the current basic interest rate. We reserve the right to assert more compre-hensive claims.
7.6 If and when the subsequent performance by the Supplier fails, the Supplier refuses the subsequent performance or the Supplier does not complete the subsequent performance within a reasonable period we have set, we may reduce the purchase price or cancel the contract and request reimbursement for fruitless expenditures or damage compensation in lieu of the performance. In the case of contracts for works and services, we also have the right to self-remedy pursuant to Section 637 BGB. We are entitled to request an ad-vance payment from the Supplier because of the expected expenses.
7.7 The Supplier covenants to examine consignments carefully for defects and to do anything necessary to avoid product liability. If and when claims are asserted against us due to the defectiveness of a product and the defectiveness is the consequence, in whole or in part, of a defect in the Supplier’s delivery, we may, in lieu of compensation for any and all loss or damage, request indemnification with respect to the third party. The Supplier is obli-gated to secure reasonable insurance to cover these risks of loss or damage.
7.8 If and when a third party asserts claims against us due to the infringement of an industrial property right, copyright or other right by the goods and/or services provided by the Sup-plier and used by us in accordance with the contract, the Supplier shall indemnify and hold us harmless from and against any and all claims in the relationship to the third party. We will provide reasonable support to the Supplier in defending against unjustified claims by third parties, whereby the Supplier shall assume any and all costs we incur related thereto. In addition to the delivery of a work protected by copyright, we will receive a simple, unrestricted utilisation right for all types of use from the Supplier. We will receive free of charge a simple licence to the extent that the use of inventions that were created by the Supplier before the commencement of the ordered product or of intellectual prop-erty rights for which application has been made or that have been granted is necessary within the scope of the order. The Supplier will ensure that inventions that are created within the scope of the order or that intellectual property rights for which application has been made or that have been granted will be transferred to us.
7.9 The Supplier may not make the subsequent performance dependent on our proportion-ate or complete payment of the agreed remuneration in any of the above-mentioned cases. The Supplier shall bear any and all expenditures required for the subsequent per-formance, in particular transport, tolls, labour and material costs and any installation and removal costs. - Information and Diligence Obligations
8.1 If and when we have notified the Supplier of the intended use of the products or services, or if and when the intended use is evident to the Supplier without express notification, the Supplier is obligated to notify us without delay if and when the Supplier's products or services are not suitable for the intended use. 8.2 We must be notified in writing immediately of any circumstances which may endanger compliance with agreed delivery dates so that further action can be clarified. 8.3 The Supplier shall announce to us in writing and without delay any modifications of the product and/or process definition, in the nature of the composition of the processed ma-terial or the design execution. Any and every modification is subject to our written consent. 8.4 The Supplier bears responsibility for ensuring that the products and services are in com-pliance with environmental protection, accident prevention and other occupational safety provisions, technical safety rules and any and all legal requirements applicable in the Federal Republic of Germany and shall notify us of any and all special handling and disposal requirements which are not generally known for each and every consignment. - Ownership
9.1 We retain title of ownership to any and all documents and objects of any kind we provide to the Supplier. They may be used solely and exclusively for performance of the con-tracted service. The Supplier shall insure any materials provided to it for loss and deterioration. The Supplier does not have any right of retention to our materials.
9.2 If and when objects we have provided to the Supplier are processed or converted into a new movable object, we shall be deemed the manufacturer. In the event of combination or inseparable mixing with other objects, we acquire co-ownership to the new object in the ratio of the value which the objects had at the time of the combination or mixing. If and when the combination or mixing occurs in such a way that the Supplier’s objects must be regarded as the main object, it shall be deemed agreed that the Supplier conveys pro-portionate co-ownership, whereby the Supplier shall safeguard our co-ownership at no charge.
9.3 The Supplier is obligated, at its expense, to carry out any maintenance and service work which may be required, to insure the - Confidentiality
10.1 The Supplier shall treat our order in confidence. Furthermore, the Supplier covenants to maintain confidentiality with respect to any and all commercial and technical information and documents that become known to it through the business relationship, said obliga-tion surviving as well the end of a term of an order or a premature termination of the order, and to use the information and documents solely for the performances of the ser-vices it owes. The above provision does not apply to information that is in the public domain. Any subsuppliers shall be obligated to secrecy mutatis mutandis.
10.2 The Supplier may utilise the company name or trademarks of our company within the framework of advertising materials, when providing references or in other publications solely if and when we have given our prior written consent. - Spare Parts, Delivery Readiness
11.1 The Supplier is obligated to offer spare parts for the period of the usual technical useful life, but no less than for ten years, at reasonable terms and conditions.
11.2 If and when the Supplier discontinues the supply of the products following the lapse of the period stipulated in Clause 11.1 or during this period, it shall give us the opportunity to submit a final order. - Inspection Rights
12.1 Our employees and representatives from government agencies or their delegates have access to all business premises in which work is done for us at any time during normal business hours, regardless of whether the premises belong to the Supplier or its subsup-pliers. These persons may examine any and all documents related to the orders. The Supplier is obligated to require any subsuppliers to accept mutatis mutandis the obliga-tions pursuant to this agreement. This access right must be granted in particular to our employees and the representatives of government agencies or their delegates who are responsible for monitoring the pro-gress of the work we have ordered from the Supplier and for audits related thereto.
12.2 Representatives of our customers have access to all business premises of the Supplier in which work is being done for us at any time during normal business hours, provided we have given our consent and one of our representatives is also present. - Quality and Environmental Protection Management
13.1 Our company is certified in accordance with the international standards EN 9120, ISO 9001 and ISO 14001. We are obligated to our customers to comply with the related bodies of rules and standards during the performance and execution of the order. We also re-quire this pursuant to AS9120/2018 — 8.4.3. from our Suppliers and their subsuppliers (cf. Clauses 2.4 and 2.5 of these Terms and Conditions of Purchase).
13.2 The Supplier must warrant the specifications designated in the order or otherwise re-quired and document compliance with the specifications by presenting pertinent certificates and verifications.
13.3 The Supplier is obligated to archive documents and records relevant for quality for a pe-riod of 25 years.
13.4 The Supplier covenants to notify us in writing in the event of any modifications or devia-tions in the product or process definitions, changes in its suppliers and relocations of the production facilities.
13.5 The Supplier covenants to report to us any non-conforming products. The disposition of non-conforming parts without our written consent is not permitted.
13.6 The supplier covenants to apply appropriate measures that prevent the use of counterfeit parts, including setting up process structures (in particular product testing, staff training, supplier selection).
13.7 To the extent pertinent, the Supplier shall comply with the requirements of the REACH Regulation (Regulation (EC) 1907/2006). In particular, the Supplier shall notify us whether and, if so, in what quantities substances on the candidate list of substances for inclusion in Annex XIV of the REACH Regulation are contained in the products that will be supplied. The current list of candidates is published on the internet site of the European Chemicals Agency (ECHA). In the case of products requiring a safety data sheet (SDS or eSDS), the Supplier shall include an up-to-date version in German of the safety data sheet based on the REACH Regulation and/or applicable legal provisions, to the extent relevant, with every consignment.
13.8 In addition, the Supplier shall comply with the regulations on the Globally Harmonised System of Classification and Labelling of Chemicals (GHS) and the CLP Regulation (EC) 1272/2008 based on it for the classification, labelling and packaging of substances and mixtures.
13.9 The Supplier covenants to deliver solely products that are in harmony with the rules of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Con-flict-Affected and High-Risk Areas. - Final Provisions
14.1 Any and all contractual relationships between us and our suppliers are governed solely and exclusively by the laws of the Federal Republic of Germany, excluding application of the United Nations Convention on the International Sale of Goods of 11 April 1980.
14.2 Venue for any and all disputes arising from the business relationship is Stelle. We are also entitled to file suit against the Supplier at courts having general jurisdiction at the latter’s registered office.
14.3 Amendments to and modifications of the contract and subsidiary agreements shall not be binding on the Parties unless in writing. The above provision shall also apply to the waiver of this clause requiring written form.
14.4 If individual provisions of these Terms and Conditions of Purchase are invalid, the effec-tiveness of the Terms and Conditions of Purchase as a whole shall not be affected.
14.5 The German version of these Terms and Conditions of Purchase is authoritative. Any ver-sions in other languages are solely translations.
