General Purchase terms
The following purchase terms are applicable for all – even future – orders unless there is some other written agreement. Purchase terms of the supplier or the contractor (mentioned henceforth in a uniform way as supplier) are applicable provided we agree to them in writing.
1. Placing the order and receiving
- 1.1 Only written orders and agreements are binding. Especially our employees are committed to confirm in writing all oral agreements or commitments that go beyond the contents of the written agreement or change the purchase terms which are to our disadvantage.
- 1.2 The supplier must immediately confirm the order in writing. If we do not receive the order confirmation within 14 days of the order date, then we are authorised to cancel the order without the supplier having any rights to lay any claims.
2. Delivery and production time
- 2.1 The agreed schedules are binding. The receipt of the delivery at its respective destination is the deciding criterion for verifying the conformance to the delivery date.
- 2.2 As soon as the supplier realises that he cannot fulfil his delivery commitments in part or in full (mentioned henceforth as delivery) he has to inform us immediately about the expected delivery and also cite the reasons for the same.
- 2.3 Part deliveries are permitted only if they are approved by us in writing.
- 2.4 The period for fulfilling our contractual commitments will get extended in the event of Acts of God, labour disputes, operational disruptions, scarcity of raw materials and power, riots or any other unforeseeable or unavoidable events that we couldn’t have avoided – the extension is granted for the period of disruption and to the extent these have an impact on the schedules. We will inform the supplier immediately about the start and the end of the mentioned hurdles.
- 2.5 In case of a delay, we are authorised to charge as penalty which is 0.5% of the agreed total price but not exceeding a total of 5% of the total price of the delivery for each completed week of delay. Other legal rights remain unaffected. The supplier can submit proof of a lower damage than the penalty.
3. Delivery / Receiving
- 3.1 Each delivery must be accompanied by the delivery notes that contain details of our order number, the type of packaging as well as the quantity and the weight of the delivery.
- 3.2 The invoice in duplicate is to be sent separately to our address for each order.
- 3.3 We are authorised to choose the dispatch mode and the freight forwarder. Unless mentioned, the supplier is bound to select the mode of dispatch that would be most suitable to us.
- 3.4 The supplier is deemed not to have fulfilled his contractual obligation till we have received the proper delivery and dispatch documents. Until such time, we are authorised to store the delivery at the costs and consequences of the supplier.
4. Work at our site or at our customer’s site
- 4.1 Employees of the supplier or those nominated by him operating on our premises or at customer site have to follow the accident prevention regulations and other safety regulations as well as the other operational instructions applicable at that place. Such persons should not start work without familiarising themselves first with the applicable regulations.
- 4.2 Assembling, plumbing and wiring work must be accepted. Receiving takes place when a person appointed by us explicitly gives a written receiving of the services of the supplier. Despite that, we can still claim for the defects in the final invoice. If we fail to comply with our purchase commitments, the supplier must give us a notice of minimum three weeks to do so.
- 4.3 The number of working hours as well as the materials provided by the supplier are to be immediately confirmed in writing by one of our authorised person as soon as the task is completed, latest on the day of completion of the task.
5. Pricing and payment
- 5.1 The agreed prices are fixed prices including packaging and are ex-destination.
- 5.2 Unless agreed to the contrary, we will choose to make the payment either within 14 days with 3% discount or 30 days net.
- 5.3 We reserve the right to decide the mode of payment. The payment period starts after complete receipt of goods at our site according to the terms of the contract and after receiving the documents according to section 3; however, not before the start of the agreed delivery date.
- 6.1 The goods to be delivered are to be packed in normal trade packing or in a special packing according to our request and instructions.
- 6.2 We are authorised to send back the packaging to the source without having to pay freight and debit the supplier by 1/3 of the calculated value.
7. Passing of risk
The risk gets transferred to us when the delivery has been properly handed over to us at the given destination location or has been accepted by us. This is also applicable when we use our own transporters.
8. Liability for defects
- 8.1 When the item of delivery is handed over to us or our customers, the supplier guarantees that the same is free from any defect in title and defects and is according to the state-of-the-art technology and complies with the safety and accident prevention regulations and the standard and technical quality standards (such as DIN, VDE, VDI, TÜV, Ex-guidelines of BG). If the standards are applicable in different versions, then the German version of the same is binding.
- 8.2 On receipt, the goods will be subject to inspection to check for apparent defects, identity, shortages and transport damages. There is no other obligatory inspection. Defects will be notified to the supplier within a reasonable period after they have been noticed. Thus, the supplier foregoes the objection of delayed demonstration of defects.
- 8.3 In case of defects, we may ask for replacement instead of repairs. Further, after the expiry of a reasonable extended period - or if the same cannot be granted in urgent situations - after informing the supplier, we are authorised to get the defect resolved on our own through a third-party at the cost of the supplier or procure a replacement in some other manner.
- 8.4 The supplier has to bear all expenses incurred for repairs or replacement at the respective place of consignment of the goods. On request, we will inform the supplier about the place of consignment.
- 8.5 The expiry period for claiming for defects is 36 months from the time of delivery or – if agreed – from the date of receiving.
- 8.6 If the supplier repairs or replaces the delivery items in full or in part, then the period mentioned in section 8.5 for these parts will start afresh unless such a rectification involves considerable rework on the part of the supplier or is a special goodwill service offered by the supplier.
9. Copyright of third parties
- 9.1 The supplier ensures that the use of the delivered goods does not infringe on the patent rights in the form of patents or registered design, trade secrets of third parties - even in the country of use. Should any third-party stake any such contractual claims, the supplier shall immediately absolve us in writing of any liability in this regard.
- 9.2 The supplier has no liability for goods that are manufactured according to our drawings and designs; he does not know or is not expected XYZ to know that the manufacture of these goods violates any third-party rights.
- 10.1 In the event that a customer or any third-party lays a claim on us for product liability, then the supplier is liable to free us from any such claims as soon as we inform him of such a staked claim provided the damage has been caused by a defect in the product delivered directly or indirectly by the supplier. In case of liability with fault, the supplier is liable only when he is actually responsible for the fault.
- 10.2 If the supplier is responsible for the damage, then it is sufficient to provide proof of the reason of the fault; in all other cases, then the onus of proof lies with the supplier.
- 10.3 The supplier takes over all costs and expenses related to his share of fault/ cause of damage including the prosecution of an action or recall action; this is applicable to any identifiable or serious errors in batch production.
- 10.4 On request, the supplier is bound to cover his liability risks through an insurance and also show us proof of adequate risk coverage.
- 10.5 The supplier has to bear the damages that may emerge out of the non-compliance of these conditions. Apart from this, the supplier also bears the responsibility for active negligence of his employees or authorised persons.
- 10.6 No claims for damages can be made on us if we, our legal representatives or subcontractors have caused the damage due to ordinary negligence. This exemption from liability is applicable to physical injury as well as violation of contractual obligations that hamper the fulfilment of the purpose of the contract. However, our liability is limited to the typical contractual liability and foreseeable damages.
11. Means of production, Samples, Drawings
- 11.1 Tools or other means of production made on our order and paid by us will become our property on full payment for the same. The transfer of possession can be waived if the supplier stores the items for us for free with due diligence and care as is expected of a serious businessman. The supplier will store these items that actually belong to us away from other items that do not belong to us. Our ownership is to be marked on the items themselves and in the books of accounts of the supplier. The tool is to be given to us, on request, at the end of the business relations. The supplier should not use these tools and means of production for his own purposes nor provide third-parties access to them.
- 11.2 Products that are manufactured according to our confidential documents (such as drawing, models, etc.) or our confidential information or with our tools or tools built for us should not be used by the supplier for his own purposes nor should they be offered or sold to others.
- 12.1 The supplier undertakes to maintain strict confidentiality vis-à-vis third parties about all the details of our orders such as quantity, technique, terms and conditions and any other confidential information that he has explicitly or indirectly received from us. Including the name of our company in a reference list or using our order for advertisement purposes can only be done after getting a written approval from us for the same.
- 12.2 Documents and other items such as samples, drawings, tools, designs, etc. that we will provide to the supplier are to be returned to us free of charge as soon as they are no longer required to fulfil the order and without us explicitly asking for the same. The supplier should not use such items for his own purposes nor provide third-parties access to them.
- 12.3 In the event of violation of this confidentiality requirement, the supplier agrees to pay a penalty to the extent of 20% of the order value, unless he can prove himself not guilty of violation. In case of gross violation, we are authorised to terminate the contractual relationship immediately and also demand back any payments made by us. No claims to any damages can be made on us in this regard. Gross violation of this clause is deemed to have happened when the supplier passes on to our competitors the information received directly or indirectly from us.
The rights granted to the supplier through the contract may be subcontracted or pledged only with our explicit written approval. This is not applicable to monetary claims. However, we can discharge the supplier from the liability.
14. Place of delivery, court of jurisdiction and applicable law
- 14.1 The place of delivery for all goods and services is the location specified by us.
- 14.2 The court of jurisdiction is the court of competent jurisdiction of our place of business. However, we are also authorised to invoke the aid of the court at the location of the supplier.
- 14.3 German law is applicable.