§ 1 Scope
These General Terms and Conditions of Purchase (GTCP) apply to the exclusion of all others; contradictory supplier conditions, or conditions that deviate from these GTCP are not recognized, unless their validity has been expressly agreed to in writing. This also applies if the delivery is accepted in the knowledge of contradictory conditions, or conditions that deviate from these supplier GTCP. These GTCP also apply for all future transactions with the supplier.
§ 2 Conclusion of the contract
The written contract or our written confirmation is binding for all agreements reached with the supplier.
We are bound to our orders no earlier than on written submission or confirmation, and for a duration of 10 days.
We are entitled to request that changes be made to the delivery item, design and quantity until delivery, if this is reasonable for the supplier.
Legally relevant declarations and notifications to be submitted to us following the conclusion of the contract (e.g. deadlines, reminders, declaration of withdrawal) must be made in writing to be valid.
§ 3 Delivery time and default
The delivery time specified in the order is binding. If the delivery time is not indicated in the order or otherwise agreed, this shall amount to 4 weeks from the conclusion of the contract. The receipt of the goods by us is decisive for compliance with the delivery times.
The suppliers must immediately notify us in writing of reasons for a delay and its duration, if the delivery time cannot be complied with. The supplier bears the procurement risk.
If the supplier does not provide their service, or not within the agreed delivery time, or defaults on their service, our rights shall align to the statutory provisions. Irrespective of this, lump-sum compensation for damages caused by delay of 0.25% of the net purchase price for every calendar day of default shall be payable, up to a maximum of 5% of the total net purchase price. We reserve the right to demonstrate that a higher amount of damage has occurred. The supplier reserves the right to demonstrate that significantly lower damage, or even no damage, has occurred.
Early deliveries, without our prior consent, may be rejected.
The supplier is only entitled to a right of retention due to legally binding or undisputed receivables.
§ 4 Delivery/Transfer of risk
The supplier is not entitled to assign third parties to provide their services without our prior written consent.
The delivery shall take place within Germany to the location specified by us. If no place of delivery is specified, the goods must be delivered to our registered office. The supplier's duties also include unloading. Packaging material must be taken back at our request.
Partial deliveries are only permitted with our express consent. If partial deliveries are agreed, the outstanding residual amount must be indicated.
The transfer of risk only takes place after full delivery to the location specified by us.
§ 5 Defective delivery
In the event of a defective delivery, our rights shall align to the statutory provisions, unless otherwise defined below.
The statutory provisions apply for the commercial obligation regarding inspection and the notification of defects, with the proviso that the inspection obligation is limited to defects that come to light during incoming goods inspections, as part of a visual examination, and during quality control, as part of random sample testing, and that a notification of defects is deemed to have been submitted immediately and on time, if it is received by the supplier within 10 working days of complete receipt of the goods.
If a notification of defects proves unjustified, we shall only reimburse the supplier's costs for inspecting the defect in the event of gross negligence or intent.
The supplier shall respond to complaints with an initial response within two working days (introduction of the cause analysis, immediate measures) as well as a complaint report within 10 working days (8D methodology/CAPA). If, in the event of a defect, the supplier is not able to comply with a defect rectification request, or provide a subsequent delivery, within an appropriate period specified by us, we shall be entitled to remove the defect ourselves and demand that the supplier reimburse the necessary expenses, or that they provide an appropriate advance. No deadline is required if the subsequent performance fails or if it is unacceptable. The subsequent performance is deemed to have failed after a single unsuccessful attempt. Compensation claims and the right to claim a reduction or to withdraw remain unaffected.
The period of limitation for warranty claims amounts to 36 months from the date the risk is transferred.
§ 6 Product liability
If the supplier is responsible for product damage, they must indemnify us from claims to the extent that the cause was within their sphere of control and organization and to the extent that the supplier is liable to third parties themselves.
As part of their indemnification obligations, the supplier must reimburse expenses pursuant to §§ 683, 670 BGB (German Civil Code) which arise from or in connection with a third party claim.
The supplier must maintain product liability insurance with a lump-sum cover amount of at least EUR 10 million per personal injury/product damage claim.
§ 7 Third party rights
The supplier is responsible for ensuring that the products they deliver and their use does not infringe upon any third party rights, and shall indemnify us and our customers of any claims raised by third parties due to a breach of such rights upon first demand.
Both parties are obliged to immediately inform each other of corresponding legal infringements and to provide the necessary cooperation to defend any resulting claims.
§ 8 Terms of payment
The payment deadline amounts to 30 days following receipt of a complete delivery, free of defects, and the receipt of a correct invoice. An early payment discount of 3% is permitted in the event of payment within 14 days of receipt of the invoice. Payment default always requires an initial reminder by the supplier.
Unless otherwise agreed, the price includes all of the supplier's services and ancillary services as well as ancillary costs (e.g. packaging, transport, insurance).
Supplier receivables may not be assigned or pledged to third parties without our written consent.
§ 9 Retention of title/Property rights/Confidentiality
We reserve our right of ownership and copyright to figures, plans, drawings, calculations, design instructions, product descriptions and other documents. These kinds of documents must only be used for the contractual service and must be returned to us at our first demand; no later than on termination of the contract.
The above provision applies accordingly for products and materials (e.g. software, finished and semi-finished products) as well as for tools, templates, samples and other items that we provide to the supplier. These kinds of items must be stored separately at the supplier's expense if they are not processed, and must be appropriately insured against destruction and loss.
Documents and findings of which the supplier becomes aware in connection with the contract must be treated as strictly confidential in relation to third parties. This obligation starts from the initial receipt of the documents or findings and remains in place beyond the end of the contract. The obligation does not apply for documents and findings that are generally known, or of which the supplier was already aware prior to their receipt, and for which no confidentiality obligation was in place, or which are subsequently transmitted to an authorized third party.
§ 10 Quality assurance
In order to achieve the "zero-defect target", the supplier shall maintain a quality management system that meets the requirements of ISO 9001 and execute their deliveries based on this benchmark. Subcontractors and their deliveries/services must be contractually subject to the quality management system in the same manner.
In particular, the supplier must keep records relating to measured values and test results on the implementation of the quality assurance measures and store these as well as any product samples in a clear and orderly manner. The supplier must allow us to inspect these documents on first demand, and immediately submit copies of records as well as any samples to us on request.
If the supplier purchases production or testing equipment, software, services, material or other preliminary deliveries, for manufacturing or quality assurance purposes for the ordered products from subcontractors, the supplier shall also contractually integrate these subcontractors into their quality management system or perform the necessary quality assurance measures internally.
The supplier must promptly inform us in writing of any changes to production processes, materials or vendor parts for products, relocations of production locations, changes to processes or equipment for product testing or other quality assurance measures in order to allow us to review the adverse impact of the changes in advance. Any relocation may only take place after we have provided a written release. If the supplier identifies an increase in actual-target condition deviations of the products (deterioration in quality), they must immediately inform us of this circumstance in writing as well as the planned measures.
§ 11 Choice of law and jurisdiction
German law applies to the exclusion of all international and supranational (contract) law regulations, especially the UN Convention on Contracts for the International Sale of Goods. The exclusive (including international) place of jurisdiction is Hamburg.