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General Terms of Purchase
1. General/Scope
These Terms of Purchase shall apply to all business
dealings with suppliers or other contractors (hereinafter
generally known as “Suppliers”), even
if they may not be mentioned in any later order.
They shall also apply if such Supplier, in particular
at the time of the acceptance of any ordered delivery,
or in the context of the confirmation of any order,
shall make any claim with reference to his own
terms and conditions, unless such conditions shall
have expressly been agreed to.
2. Order
An order shall be regarded as having been submitted
only if it shall have been submitted in writing
by us, and confirmed by the Supplier in writing
within a period of two days thereafter. Orders
placed verbally or by telephone shall only be
binding upon us if we confirm them by sending
an additional written order. Business mail data
sent via data processing equipment and printed
out shall be legally binding, even with no signature.
Drawings, including tolerance details, which we
may from time to time send, shall be binding.
By accepting the order, the Supplier shall acknowledge
that he shall have ascertained the manner, realization
and extent of the service to be rendered by perusal
of the plans presented. In case of any obvious
error, mistaken written statement or miscalculation
in any such document, drawing or plan presented
by us, no liability shall accrue to us. The Supplier
shall advise us of any such error so that we may
correct our order and renew it. The same shall
also apply to any faulty document or drawing.
Any deviation in quantity and/or quality as compared
with the text and contents of our delivery and
later contract modification shall only be considered
as agreed upon if we shall have expressly notified
our suppliers in writing of such change.
Any drawing, tool, pattern, model, device or similar
item, or any finished product or semi-finished
product which we may surrender or cause to be
surrendered shall remain our property and may
be passed on to a third party only with our express
written permission, and no such item may be used
for the products of any other customer. In any
particular case, all such drawings, tools, patterns,
models, devices, finished and semi-finished products,
basic materials, DXF, DWG, etc., shall immediately
be returned to us on special written demand, unless
there be any agreement to the contrary.
The Supplier shall be liable for any decrease
in value or loss, even if not incurred through
fault. All objects produced with material provided
shall be our property in their respective state
of production. The Supplier shall safeguard such
objects for us, the purchase price having been
calculated so as to include the costs for such
safekeeping.
3. Delivery Dates
The agreed-upon delivery times and schedules shall
be binding, and shall commence as of the date
of the order. The product shall be delivered to
the point of reception which we indicate, within
the delivery period, or by the delivery date stated.
If any delay is to be expected, the Supplier shall
inform us of such fact immediately and obtain
our decision on the maintenance of such order.
If any Supplier shall be in delay, we shall be
justified, after having sent a reminder, to demand
a penalty for breach of contract of 0.5% of the
net order value per week or portion thereof, which
penalty shall however in no case exceed 5% of
the net value of such order, and/or to withdraw
from such Contract. Any such forfeited penalty
for breach of contract shall be credited to any
claim for compensation for damages. The supplier
shall have the burden of proving to us that no
damage shall have been incurred, or that such
damage shall have been of a considerably lesser
degree.
We shall be under no obligation to accept any
delivery prior to the stated date of said delivery.
The same shall apply with regard to any partial
or multiple delivery not specifically agreed upon.
In any such case, we shall be justified in returning
any such delivery to the Supplier, or to store
the same at the facility of a third party, at
the expense of the Supplier.
4. Delivery/Packing
The delivery shall be made free of charge at the
expense of the supplier to the point of reception
specified by us. If we shall, in some exceptional
case, bear such expense ourselves, the supplier
shall use the mode transport stipulated by us,
or otherwise shall select the mode of transportation
and delivery most favorable to us.
We shall assume the risk for such delivery only
as of acceptance at our point of reception.
Any packaging shall be included in the price.
In any exceptional case in which some other stipulation
shall apply, the packing shall be charged at cost.
The supplier shall use the packaging specified
by us, and shall take care that such packaging
protect the delivered product from damage. In
case of any return, at least two thirds of the
charged value shall be credited.
5. Documentation
OrgaPlan shall provide delivery forms and packing
slips, and the supplier shall request the same
from us prior to delivery.
In cases of freight shipments, a notification
of shipment shall be sent to OrgaPlan at least
two days prior to dispatch of such shipment.
6. Prices
The prices agreed upon shall be fixed prices,
provided that no other stipulation has been agreed
to, and that the supplier shall not have generally
reduced his requisite prices.
The supplier shall not grant us any less favorable
price or terms than those granted other purchasers.
7. Invoice/Payment
Invoices shall be separately assigned for each
order, in duplicate. Payment shall be made only
upon the complete receipt of the goods in question,
free of defects, or the complete rendering of
service free of defects, and upon receipt of the
invoice. This shall apply correspondingly to partial
deliveries. Any time delay which may arise due
to any false or incomplete invoices shall diminish
the cash discount period.
Any legally stipulated value-added tax shall be
included in the price. We shall pay the purchase
price net within thirty days of receipt of the
invoice, provided no other stipulation shall have
been agreed upon in writing.
Any claim of the Supplier upon us may be transferred
to a third party only with our express written
consent. Payments shall be made only to the Supplier.
Our consent is regarded as granted in any case
of assignment in advance to suppliers of goods
in the context of any reservation-of-title agreement.
8. Guarantee/Claims
The Supplier shall assume the liability that the
product, including presentation and description,
correspond to our specifications. Our order shall
be duly and properly carried out according to
the respective state of the art and the legal
stipulations (e.g. regarding workplace safety
and environmental protection). In case of delivery
of faulty goods, the Supplier shall be given the
opportunity to repair the same, or provide substitute
delivery. If the Supplier shall not provide such
remedy, nor immediately comply with a demand to
that effect within the stated period, we shall
be justified in returning said product to the
Supplier at his risk, and in acquiring substitute
goods elsewhere. In urgent cases, we shall be
justified, after notification of the Supplier,
in carrying out such remedy ourselves, or having
it carried out by a third party, whereby the Supplier
shall bear the costs thus incurred.
The guarantee for any product manufactured by
the supplier or for any service carried out by
him, shall terminate twenty-four months after
delivery and acceptance.
Any customer’s complaints under §§
377, 378 of the German Commercial Code shall be
considered as having been lodged on time if they
shall have been lodged with the Supplier, in the
case of any evident defect, within three weeks
after installation or processing of such goods,
and in the case of hidden defects, within three
weeks after discovery. Inasmuch as no other provision
shall have been made herein, the legal guarantee
stipulations shall apply.
9. Producer’s Liability
The Supplier shall exempt us from producer’s
liability for any defect in the product which
shall originate from causes for which he shall
be at fault, to the extent that he himself would
have been liable for such defect.
10. Protective Rights
The supplier shall be liable for ensuring that
any delivery of his, or any service rendered by
him, and the use of same by us, shall not infringe
upon any patent or other protective right of any
third party. He shall exempt us and our buyers
from any claim resulting from such use of such
protective rights. This shall not apply inasmuch
as the Supplier shall have produced such product
as per any model, drawing or equivalent description
provided by us, and shall not know, or in the
context of such product produced by him cannot
know, that such protective rights shall have thereby
been infringed upon.
No drawing, bill of materials, description, photo,
movie, company name or logo may be used for external
purposes without written consent.
The Contractor shall refrain for the duration
of two years after termination of the business
relationship from entering into competition with
the ordering party in any European country.
11. Acts of God
Acts of God shall include any war, civil war,
export limitation or trade restriction due to
a change in political conditions, strike, lockout,
disturbance of business operations, restrictions
of business operations, or similar event which
make the implementation of any contract by us
impossible or unreasonable, and shall exempt us
for the duration of its continuance from the obligation
to comply with timely fulfillment.
The contracting parties shall inform one another
of such circumstances and shall in good faith
adapt their obligations to the changed conditions.
12. Trade Secrets
The supplier shall treat our orders and all business
and technical facts connected therewith as trade
secrets.
General Stipulations
If any stipulation herein should be or should
become invalid, the remaining stipulations shall
remain valid.
German law shall apply to all business relationships
between us and the Supplier, including the laws
regarding the international purchase of movable
goods, even if the Supplier shall have his corporate
offices abroad. The place of fulfillment for delivery
and rendering of service shall be the point of
reception. The place of fulfillment for our payments
shall be our offices. Inasmuch as the Supplier
is a registered merchant, the place of jurisdiction
shall be our corporate offices. We shall however
also be authorized to sue the Supplier at the
place of his residence or corporate offices.
We hereby inform our Suppliers that we process
and pass on his personal data with the aid of
electronic data processing equipment exclusively
for business purposes and in accordance with the
German Federal Data Protection Law.
As of March 21, 2007
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