General conditions of purchase
§ 1 Validity of the conditions
(1) Our General Terms and Conditions of Purchase shall apply to all purchases of goods under the terms of the contract concluded between us and the supplier. They shall also be deemed to have been agreed in subsequent transactions without any further express reference being made to them in the order and other cover letters.
(2) Our General Terms and Conditions of Purchase shall apply exclusively; we shall not recognize any terms and conditions of the Supplier that conflict with or deviate from our General Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing.
§ 2 Order, acceptance of order, secrecy
(1) Only orders placed in writing are legally binding for us. Orders placed orally, by fax or by telephone require our subsequent written confirmation. The supplier shall confirm our order in writing within 2 working days. Otherwise, an order placed by us in writing or by fax shall be deemed accepted.
(2) Insofar as, in our view, changes to the object of purchase are necessary in terms of design and execution, the parties shall agree on the possible implementation of the changes without delay. In this context, agreements shall also be reached on the effects of the changes with regard to additional or reduced costs as well as delivery dates.
§ 3 Prices
The agreed prices are fixed prices and apply for the entire duration of the order processing. Price increases of any kind whatsoever shall have no effect on the agreed prices unless they are expressly acknowledged by us in writing.
§ 4 Delivery dates, acceptance
(1) The delivery time/date specified in our order is binding. The supplier is obliged to inform us immediately of any expected delay in delivery. Any extension of the delivery period shall always require a written agreement and shall only apply to the individual case. Our rights due to delayed delivery shall remain unaffected by this duty to inform.
(2) The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service. This shall apply until full payment of the remuneration owed by us for the delivery or service concerned.
In the event of a delay in delivery by the supplier, we shall be entitled to demand a contractual penalty of 0.1% of the net order amount per working day of delay, up to a maximum of 10% of the net order amount. We reserve the right to assert further statutory claims. In the event that such claims are asserted, any contractual penalty forfeited shall be offset against the damages asserted. We do not need to reserve the right to assert the contractual penalty at the time of acceptance or, if agreed, at the time of acceptance. Rather, we may assert it until final payment. The supplier shall be entitled to prove to us that no damage or significantly less damage has been incurred as a result of the delay.
§ 5 Shipping, transfer of risk
(1) Unless otherwise agreed, notifications of dispatch shall be submitted to us in duplicate immediately after departure of the goods, stating precisely our order number, the order date and the items dispatched.
(2) Unless otherwise agreed, delivery shall be made DAP at the place of delivery specified in the order, in the absence of such a DAP being specified, our place of business; Incoterms 2020 shall apply. The risk of accidental loss or accidental deterioration shall pass to us upon our unconditional acceptance.
Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk.
§ 6 Delivery quantity, quality
(1) Excess and short deliveries are only permissible with our written consent. Delivery quantities exceeding the delivery schedule specified by us do not oblige us to accept.
(2) Only the figures determined by our incoming goods inspection shall be authoritative for quantities and weights. The supplier assumes the obligation to deliver only such goods that have been subjected to a final inspection with regard to their quality. The goods must comply with the recognized rules of technology.
(3) Changes, in particular in the type of composition of the processed material and/or in the design and/or the manufacturing process, which change the properties of the product to be delivered, must be notified to us at least 6 months before the planned realization in order to clarify the further procedure and in any case require our prior written consent.
§ 7 Assignment, Subcontractors, Retention of Title
(1) The assignment of claims or other rights of the supplier is excluded without our prior written consent. The same applies to the transfer of orders placed by us to third parties.
§ 8 Invoice, payment
(1) All invoices shall be submitted to us stating our order number, the order date, the delivery note number and the article number, as well as the supplier’s sales tax number and sales tax ID, if available. Invoices for which this information is not complete shall not be deemed to have been issued until the supplier has provided this information in writing. This shall also apply accordingly to delivery bills and dispatch bills.
(2) Unless otherwise agreed, payment shall be made after receipt of the goods in accordance with the contract or complete performance free of defects and receipt of the proper and auditable invoice within 14 days less 3% discount or 30 days net. Payment shall be made subject to invoice verification.
(3) Any down payments and interim payments made as well as the settlement of the invoice shall not constitute an acknowledgement of the contractual conformity of the delivery/service.
(4) We shall be entitled to rights of set-off and retention to the extent provided by law.
§ 9 Origin of goods, regulations in the international trade of goods
(1) The supplier undertakes to provide us with a current, valid long-term supplier’s declaration annually without being requested to do so. The supplier shall notify us immediately of any changes to the information provided therein.
(2) The Supplier undertakes to check its products as to whether they are subject to prohibitions, restrictions and/or licensing requirements in the international movement of goods (e.g. with regard to the Export List, Dual-Use Regulation, US re-export regulations, etc.) and, in the applicable case, to mark these accordingly and unequivocally with comprehensible information in its offers, order confirmations and all documents accompanying the goods.
(3) Should the long-term supplier declarations prove to be insufficiently meaningful or incorrect, we shall be obliged, upon request, to provide us with error-free, complete and customs-certified information sheets on the origin of the goods.
(4) If we or our customers are subsequently charged by a customs authority due to our own incorrect declarations of origin, or if we or our customers suffer any other pecuniary disadvantage as a result and the error is based on an incorrect declaration of origin by the supplier, the supplier shall be fully liable for this.
§ 10 Defects of quality and title
(1) Acceptance shall be subject to inspection with regard to externally visible damage and externally visible deviations in identity and quantity. We shall give notice of such defects without delay. We shall notify the supplier of any defects not discovered in the course of such inspection within a reasonable period of time as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects.
(2) We shall be entitled to the full extent of the statutory claims for defects. In particular, we shall be entitled to demand that the supplier, at our discretion, rectify the defect or deliver a new object of performance. If the supplier has made an unsuccessful attempt at subsequent performance, has refused subsequent performance without justification or has allowed a reasonable period of grace to elapse, we may remedy the defect ourselves and demand reimbursement of the necessary expenses.
(3) We expressly reserve the right to claim damages, including damages in lieu of performance, for any degree of fault in the full amount in accordance with the statutory provisions.
(4) For parts of the delivery replaced, repaired or overhauled within the limitation period of our claims for defects, the limitation period shall recommence at the time when the supplier fully satisfies our claims for subsequent performance.
§ 11 Property rights
(1) The Supplier warrants that no rights of third parties will be infringed if the delivery and services are used in accordance with the contract.
(2) If a third party asserts a claim against us for infringement of its rights, the supplier shall indemnify us against such claims upon first written request. The indemnification obligation relates to all expenses incurred by us from or in connection with the claim by a third party, unless the supplier proves that he is not responsible for the infringement of property rights.
§ 12 Liability
The supplier shall be liable to us for any damage caused by him or his vicarious agents in the full amount and for any degree of fault in accordance with the statutory provisions.
§ 13 Product liability
(1) Insofar as the supplier is responsible for a product defect, he shall be obliged to indemnify us against claims for damages by third parties upon first request if the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
(2) if recall measures are necessary due to such product damage, the supplier shall also be obliged to reimburse the necessary expenses within the same limits.
(3) Further claims for damages on our part remain unaffected.
The supplier shall be obliged, irrespective of any further claims, to maintain a product liability insurance with a coverage of at least € 5,000,000 for personal injury and property damage, which shall cover any cases of damage that occur. Upon request, the supplier shall provide us with evidence of the conclusion of such product liability insurance.
§ 14 Substances in products
The Jenzi Material Compliance House Standard applies, in its current form, which can be found at https://www.jenzi.com/en/material-compliance-specification/
§ 15 Data protection
(1) The data of the supplier, especially our contact persons of the company, are processed in compliance with the Basic Data Protection Regulation and the Federal Data Protection Act (new). This also includes processing in IT systems.
(2) The Supplier undertakes to comply with the provisions of the General Data Protection Regulation and the respective national supplementary text (for Germany, e.g. the Federal Data Protection Act) in the respective current form. The supplier shall inform us immediately in the event of a data protection incident and provide all necessary information for documentation and, if necessary, notification of the data protection incident by e-mail to email@example.com.
§ 16 Force majeure
(1) If, due to force majeure, labor disputes, riots, official measures and other unforeseeable, unavoidable and serious events (pandemic), we are unable to perform in a timely manner, to fulfill our obligations to cooperate in a timely manner or to accept the supplier’s performance, we shall be released from our performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when we are in default.
(2) If we are unable to accept the supplier’s performance, we shall be entitled to an extraordinary right of termination after a period of 6 weeks. In the event of this extraordinary termination, the mutual performance obligations shall cease. The supplier shall be obliged to reimburse us immediately upon request any remuneration already paid. Each party shall bear its own costs, including those incurred in the course of preparing the services. Any further claim for damages (including but not limited to compensation for lost profits) or reimbursement of expenses shall be excluded for both parties. The right to terminate for cause shall not be affected by the above provision. The termination must be in writing.
§ 17 Final provisions
(1) In the case of documents, the German version shall be binding.
(2) Subsidiary agreements and amendments must be made in writing in order to be legally effective. This shall also apply with regard to the cancellation and amendment of the written form clause. Individual agreements shall always have priority and shall apply irrespective of the written form requirement.
(3) Unless otherwise stipulated in the contract, our registered office shall be the place of performance and payment. The exclusive place of jurisdiction for all disputes arising from this contract is our place of business.
(4) This contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(5) If individual provisions of these General Terms and Conditions of Purchase are or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by agreeing on a clause which comes closest to the intended purpose without being invalid. This applies accordingly to contractual loopholes.