General Terms and Conditions for Purchase
I. In General
- These General Conditions for Purchase apply to Gerhardi Kunststofftechnik GmbH as well as Gerhardi Galvanotechnik GmbH.
- The following Terms and Conditions for Purchase shall apply to all legal relations (already existing and future) between ourselves and the Supplier. Conflicting conditions of the Supplier shall not apply even if they were not rejected explicitly in any individual case.
II. Orders and Agreements/Conclusion of Contract
- Purchase orders or agreements or modifications and supplements shall only be binding unless given or confirmed by us in writing. Correspondence shall be held with our purchasing department only.
- The Supplier shall confirm our purchase order in writing immediately. Should we have not received a proper confirmation within 14 days – counted from receipt of our order - we shall no longer be bound to the purchase order. The Supplier is not able to derive any claims from this.
- On all delivery documents (eg order confirmation, delivery note, invoices and any other correspondenceI following details must be included explicitly:
- Purchase Order Number
- Item (position) Number
Should a project number or invest number exist, these also must be provided explicitly.
- On all documents the order header needs to be checked for showing the correct company. This is particularly relevant for the delivery address and the invoice accordingly.
- All delivery documents not meeting these requirements will be returned without being booked.
- Oral commissions, promises, assurances or contractual amendments etc. with employees except the purchasing department require a written confirmation for their validity in any case by the Purchasing Department.
- Before starting work the safety instructions for external companies are necessarily to be requested by the Supplier, if not already provided. Suppliers and their subcontractors are responsible for the compliance and instruction of safety information, laws and regulations for occupational safety, fire and environmental protection of external companies, is mandatory. Instruction of production features on site at Gerhardi will be carried out by the person responsible for the work.
- As a matter of principle the Supplier must appoint all possibly subcontractors before acceptance of order.
III. Delivery Dates, Delivery/Delay,
- All agreed dates and deadlines are binding. Compliance with agreed dates and deadlines shall be determined by receipt of faultless goods at the destination address given by us or the acceptance of the delivery or services by us.
- The delivery note shall be attached to the shipment. The Supplier is obliged to send us a shipping note immediately after dispatch. Delivery and dispatch notes must contain details of quantities and/or weights as well as item numbers, drawing status and date of origin. Furthermore, the formal conditions listed above apply accordingly.
- As soon as the Supplier anticipates difficulties in regard to the compliance of deadlines, manufacturing, supply of material or similar circumstances preventing a scheduling delivery or the agreed quality, he has to inform the purchasing department in writing of the reasons and the estimated length of the delay. The obligation to comply with the agreed deadlines remain unaffected.
- Should the Supplier not meet the agreed deadline, he shall be deemed in default irrespective of a reminder. If the Supplier fails to perform within a reasonable period of grace stipulated by us, we are entitled to decline acceptance without warning, to withdraw from the contract or claim compensation for non-performance. We shall also have the right to rescind if the Supplier is not responsible for the delay. Additional costs due to the delay especially for a necessary alternative replacement (substitute delivery), will be borne by the Supplier.
- The acceptance of a delayed delivery/services shall not imply a waiver of claims for compensation.
- We reserve the right to demand an agreed contractual penalty due to non-performance (§ 341 BGB – German Civil Law) until final payment.
- We reserve the right to return deliveries arriving earlier than agreed at Supplier's expense. Should we not return, we shall store the goods with us or a third party until the scheduled delivery at Supplier's expense and risk. In this case we reserve the right to withhold payment until the agreed due date.
- Partial deliveries are generally not permissible, unless we have expressly agreed to. Remaining quantities must be listed by the Supplier and send to us in writing.
- Unless not otherwise expressly agreed, delivery is free of any charges for despatch or packaging (free factory) to the shipping address provided by us.
IV. Prices/Terms of Payment/Invoices
- The prices stated on our Purchase Orders are fixed prices and exclude additional claims of any kind. The Supplier shall bear all public charges e.g. taxes, customs etc.
- Costs for packaging, freight and shipping are included in the prices. Costs for shipping insurance as well as those on bills of forwarders authorized by the Supplier will not be borne by us.
- Unless not otherwise agreed on in writing payments shall be made within 14 days with 3% discount or 30 days net cash after delivery / performance and correct invoice.
- Invoices shall be submitted in duplicate immediately following delivery or separate performance.
- Invoices submitted improperly are deemed to be received by us only from the time of rectifying same, § 286 III BGB (German Civil Law) in not applicable.
- In case of defective delivery or performance we are entitled to withhold the payment proportionately to the value until duly performance.
- The choice of the methods of payment is optional to us.
- We shall be entitled to offset any counterclaims, to object to unfulfilled contracts and to exercise retention rights, for example also for defects of goods from other deliveries.
- Unless our expressly written consent, the Supplier is not entitled to assign claims against us – in advance or afterwards – resp. to transfer recovery of claims against us to third parties.
V. Warranty and Liability
- The supplier shall warrant that his delivery or service comply to the assured properties and most accurately to the documents like drawings, descriptions, samples, specifications etc, appropriate DIN standards, latest accepted rules of technology as well as the respective applicable statutory requirements and is not subject to material legals defects that cancel out or reduce the value or suitability of common use or a contractually stipulated use.
- We shall be entitled to all statutory claims under warranty in full. Besides that, we shall be entitled to demand, in our discretion, compensation, removal of the defect or a replacement delivery. In this case the Supplier shall bear the expenses required to eliminate the defect. The right to claim damages and rescission remains unaffected.
- Should the Supplier not fulfil his obligation to remedy the defect even within a reasonable grace period set we may withdraw from the contract or reduce the remuneration and claim for additional damages. In urgent cases (in particular, when the operational safety is at risk or to prevent extraordinary large damage) removal of minor defects as well as in case of default of removing defects we are entitled, after prior information and after the expiration of a short period os grace, as appropriate to the situation, to remove the defect and any damages caused thereof by ourselves or have it removed by a third party at Suppliers costs. This shall also apply if the Supplier delivers late and we have to remove defects ourselves immediately in order to avoid delay of delivery ourselves.
- If claims are made against us based on violation of official safety precautions or due to domestic or foreign product liability regulations or product liability laws resulting from a defectiveness of our products and the defectiveness was caused by commodity of the Supplier, the Supplier shall release and indemnify us from such claims of third parties on written first request. Furthermore the Supplier shall indemnify us against any and all compensatory damage and warranty claims instituted by the Supplier, insofar as such claims arise from defective goods and services furnished or from the Supplier's fault or one of his vicarious agents; this shall also apply with respect to consequential damages and costs of possible recalls or similar actions for preventing, avoiding or reducing damages.
- The Supplier shall be responsible to ensure that delivered goods are free of rights of third parties, and that the delivery and use do not infringe upon any patents or property rights of third parties. Should we be filed a claim based on violation of such rights we shall be entitled to claim compensation from the Supplier for any incidental loss according with the laws applied against us (liability principles), insofar his deliveries or services were the cause of the damage.
- The supplier waives the objection of delayed notification of defects.
- The Supplier shall be obliged to perform quality assurance appropriate in terms of nature and extent to the latest state-of-the-art, unless not otherwise specified by us. He has to constantly align the quality of his goods to be delivered to us according to the latest state-of-the-art and inform us of possible improvements and technical modifications. Gewährleistungsansprüche verjähren vom Zeitpunkt unserer Abnahme an nach Ablauf von drei Jahren. Ist die gesondert vereinbarte oder die gesetzliche Frist länger, so gilt diese.
- Warranty claims shall become time-barred three years from the time of our acceptance. Shall periods specially agreed on or legally be longer, this period shall apply.
- Our statutory rights and claims remain unaffected.
VI. Means of Manufacturing / Drawings and so on
- Means of Manufacturing, models, matrices, drawings and so on made available to the Supplier remain our property.
- Documents prepared by the Supplier according to our specification, such as drawings, designs, computer programs, files, CAD files etc. become our property without any compensation to be provided. Any such documents must not be used for purposes other than those stated, reproduced or disclosed to third parties.
- The Supplier shall be liable to loss and damage or misuse as well as the unauthorized use for or by third parties.
- All documents and materials of sections IV. 1 and 2 have to be returned to us after completion of project
VII. Ownership for Provided Materials
- All material provided by us for handling or processing remain our property. Our contracting partner shall handle or process materials for us and shall waive acquisition of ownership according to § 950 BGB German Civil Law.
- Materials provided by us shall be stored separately and clearly identified as our property, adequately insured against fire, water. theft and disasters on the expense of our contracting partner and may only be used for the intended purpose.
VIII. General Conditions
- The place of performance for all deliveries and services is the place of destinations specified by us.
- Place of jurisdiction is Luedenscheid. This also applies to claims from bills of exchange and cheques obligation. However, we shall also be entitled to sue the Supplier on any other court.
- The law of the Federal Republic of Germany shall apply exclusively under exclusion of the law of conflicts and the UN Convention on Contracts of the International Sale of Good (CISG).
- Should any provision of these Terms and Conditions of Purchase or other conditions of the contract, to be set in writing, be or become entire or partially invalid, this shall not affect the validity of the remaining provisions hereof. In this case the contracting partners are obligated to substitute in good faith and within the scope of reasonability, an ineffective condition for an effective regulation that is equivalent to its economic success insofar as this does not result in a substantial modification of the contents of the contract.