terms and conditions of purchase
I. Applicable terms
These terms and conditions of purchase shall apply to all business transactions with the Supplier, even if not expressly referred to in later transactions. Deviating terms and conditions shall not apply, unless specifically agreed in this entire order.
An order shall only be deemed to have been issued, if it drafted in writing and signed by us. Orders issued orally or by phone shall be binding only if subsequently confirmed by us in writing. Order placed by us must be confirmed to us within two weeks of placing the order; otherwise, we shall be entitled to revoke the order.
III. Delivery dates
The agreed delivery terms and dates are binding. They run from the date of placing the order. The goods must have been received by the point of delivery specified by us within the delivery term or on the delivery date. The Supplier shall inform us without undue delay of any expected delays in delivery; in this case we shall be entitled to decide if we want to uphold the order. If the Supplier is in default, we are entitled, after issuing a notice of default, to demand a contractual penalty of 0.5% of the net order value per commenced week, however not more than 5% of the net order value and/or delivery and/or to cancel the contract. The penalty amount paid will be credited towards any claim for compensation. We shall not be obliged to accept delivery before the scheduled date of delivery.
IV. Terms of delivery
Delivery shall be made at the expense of the Supplier to the point of delivery specified by us. In the exceptional event that we shall bear the costs of delivery, the Supplier shall choose the mode of transport specified by us; otherwise, the Supplier shall choose the manner of shipment and delivery that is most advantageous for us. The risk shall only pass to us upon acceptance by our point of delivery.
Invoices, bills of lading and packing slip shall accompany each delivery in two copies. These documents must contain: - the order number - the quantity and quantity units - the gross weight, net weight and, if applicable, the calculation weight - the packaging, such as big bags/octabins/cartons/crates and others, the number of pallets must be specified and properly identified as tare weight - article designation with our article number - outstanding quantity in the case of partial deliveries. In the case of cargo shipments, a separate notice of dispatch must be sent to us on the date of dispatch.
Unless stipulated otherwise, the agreed prices shall be fixed prices, unless the Supplier has reduced the prices for the concerned goods in general. The supplier shall not grant us any less favourable prices and terms than other purchasers, if and to the extent that such other purchasers specifically offer the same or equivalent conditions.
VII. Invoicing and Payment
Invoices must be generated separately for each order. Payment shall only be due after receipt of all ordered goods, free of defect, or after provision of the entire service, free of defect, and after receipt of the invoice. The same shall apply to a partial delivery. Delays caused by incorrect or incomplete invoices shall not affect any discount periods for early payment. Claims of the Supplier against us may only be assigned third parties with our consent. Payments will only be made to the Supplier.
The Supplier undertakes to ensure that the goods, including presentation and labelling, correspond to our specifications. Our order or commission must be executed professionally and properly in accordance with the prevailing state of the art. Warranty shall be provided in accordance with the statutory provisions.
IX. Product liability
The Supplier shall indemnify us for any defects of the goods caused by a fault of the manufacturer of the goods in accordance with the resulting product liability to the same extent as if the Supplier were directly liable.
X. Proprietary rights
The Supplier warrants that delivery of the goods and their use by us do not violate any patents or other proprietary rights of third parties. The Supplier shall indemnify us and our customers from all claims arising from the use of such proprietary rights. This shall not apply if the Supplier has produced the goods delivered according to descriptions or instructions provided by us and is not aware, or is not in a position to know in connection with the products created by him that proprietary rights are being infringed.
XI. Force majeure
War, civil war, export restrictions or trade restrictions due to a change of political conditions, as well as strikes, lockouts, business interruptions, operational restrictions or similar events that prevent us from performing or make it unreasonable for us to perform the contract shall be deemed to be force majeure and exempt us for the duration of their existence from the duty of timely acceptance of the goods. The contracting parties shall inform each other of such conditions and adapt their mutual obligations to the changed circumstances in good faith.
Material provided by us shall remain our property. It must be stored separately and may only be used for orders. The Supplier shall be liable for any impairment in value or loss of this material even without fault. The Supplier shall hold these objects in safekeeping for us; the purchase price includes the costs for safekeeping the goods and materials provided by us.
XIII. Trade secrets
The Supplier undertakes to treat our orders and all commercial and technical details related to them as trade secrets.
XIV. General provisions
The actual or future invalidity of a provision shall not affect the validity of the remaining provisions. Place of performance for delivery and payment shall be Aurich. A deviating place of performance may be agreed for delivery purposes. Place of jurisdiction shall be Aurich.