CGA

Terms of Purchase

§ 1 Scope

1. Our Terms of Purchase shall apply exclusively; we shall not recognise any contradictory terms and conditions of the supplier or terms and conditions which deviate from our Terms and Conditions unless we had explicitly approved their validity in writing. Our Terms of Purchase shall also apply if we accept or pay the delivery of the supplier without reservation in the knowledge of contradictory terms and conditions of the supplier or terms and conditions which deviate from our Terms and Conditions.

2. Our Terms of Purchase shall apply towards entrepreneurs within the meaning of Section 14 BGB [German Civil Code]. They shall also apply to all future business with the respective entrepreneur without this requiring a further agreement.

§ 2 Contractual of contracts and amendments to contracts, right to revocation

1. Only orders placed in writing are legally binding. Oral orders shall require a subsequent written confirmation in order to be legally valid. All agreements are recorded in the contract. There are no oral collateral agreements. Orders, delivery schedules, as well as their changes and supplementations can also be carried out by remote data transmission.

2. Cost estimate are binding and free of charge. Remuneration for visits or the drawing up of offers and projects, etc. will not be granted unless explicitly agreed otherwise.

3. If the supplier does not accept the order in writing within five workdays after receipt, we are entitled to revocation. Delivery schedules shall become binding if the supplier does not object hereto within five workdays after receipt.

4. We can also request changes to the object of delivery after conclusion of the contract insofar as this is deemed reasonable for the supplier. In case of amendments to the contract of this kind the implications on both parties, in particular with regard to the additional or shortfall in costs as well as the delivery dates are to be reasonably taken into consideration.

§ 3 Prices, terms of payment

1. The price shown in the order is binding. Subsequent claims of all kinds are excluded. In the absence of a deviating written agreement the price shall include delivery free house, including packaging. If no prices are stated in the order the price lists valid at the time when the order was received shall apply with the customary deductions.

2. The statutory value added tax is, insofar as not otherwise shown, included in the price.

3. All invoices sent to us must show the value added tax valid on the day of the delivery separately and state the order number shown in our order. The invoices are to be sent to us in duplicate by no later than on the day after the delivery. Invoices, which are not properly submitted, shall only be deemed as received by us from the time when they are correct.

4. We shall pay, insofar as not otherwise agreed in writing, with maturity respectively on the 1, 11 and 21 of a month with 3% cash payment discount or within 60 days from the invoice date pure net. The payment can alternatively also be made with bills of exchange or cheque/exchange payment.

5. In case of advance payments the supplier has to provide reasonable security, e.g. by means of an absolute guarantee of a major German bank, at our request.

6. We are entitled to rights to offset and rights of retention in the statutory scope.

§ 4 Delivery deadlines

1. The delivery time stated in the order is binding. Decisive for the adherence to the delivery date is the receipt of the goods by the place of use stipulated by us.

2. The supplier undertakes to inform us immediately in writing by stating the reasons if circumstances occur or become recognisable for it, from which it can be derived that the required delivery time cannot be adhered to.

3. In the event of a delay in delivery we shall be entitled to the statutory claims. We are in particular entitled to request reversal of the contract and damages instead of the service or reimbursement of expenses or to procure substitute goods from a third party at the supplier’s costs after the unsuccessful expiry of a reasonable final deadline.

4. The supplier can only refer to the failure to provide necessary documents or material provisions, which are to be provided by us, if it has reminded about this in writing, and has not received these within a reasonable period of time.

5. The acceptance of the delayed delivery or service without reservation does not constitute a waiver of the claims for compensation, to which we are entitled owing to the delayed delivery or service.

6. Force majeure, industrial disputes, interferences to operation, which are not our fault, civil commotion, official measures and other unavoidable events, shall entitle us – irrespective of our other rights – to cancel the contract in full or in part insofar as they are not of an insignificant duration.

§ 5 Delivery, passing of risk

1. The delivery has, insofar as not otherwise agreed in writing, to be carried out free house.

2. Each delivery is to be announced to us immediately after execution by means of a dispatch note, which shall be broken down according to articles, quantity and weight. The supplier undertakes to state our exact order number on all shipping documents and delivery notes. If it fails to do this delays in the processing will be unavoidable, for which we shall not be responsible. If the delivery consists of several parcels the parcel containing the delivery note is to be marked separately. In case of non-compliance we reserve the right to have the shipment returned or to settle the invoice within 30 days from the invoice date minus 3% cash discount.

3. Deliveries before the agreed delivery date shall require our prior consent. If the delivery is carried out earlier than agreed without our consent, we reserve the right to return the goods at the supplier’s costs. If the goods are not returned in case of premature delivery, the goods will be stored until the delivery date at the costs and risk of the supplier. The payment deadline will only begin hereby with the agreed delivery date.

4. Partial deliveries are principally not permitted unless we have explicitly approved these or they are deemed reasonable for us.

5. If the supplier has taken over the installation or the assembly and if not otherwise agreed, the supplier will bear all necessary secondary costs such as, for example, travelling costs, provision of the tools as well as subsistence allowances subject to deviating regulations.

6. In addition to the right to use in the scope as permitted by law (Sections 69a et seqq. UrhG [Copyright Law]) to software, which belongs to the scope of product delivery, including its documentation, we are entitled to the right to use with the agreed performance features and in the scope that is necessary for a use of the product as per contract. We may also create a backup copy without an explicit agreement.

7. We are entitled to retain reusable packaging charged by the supplier. In case of return the obligation to pay the charged packaging costs will cease to apply.

8. The deliveries will be accepted by us Mondays to Thursdays between 8.00am and 12.00 (noon) and between 12.30pm and 4.00pm as well as Fridays between 8.00am and 12.00 (noon). The confirmation of receipt only serves to recognise the incoming goods, however does not confirm the proper fulfilment. The values determined by us when the goods are accepted are decisive for numbers of units, dimensions and weights of a delivery.

§ 6 Reservation of title

If the General Business Terms of the supplier only envisage a delivery under reservation of title, a simple reservation of title shall be deemed as agreed. For this case the supplier authorises us to further process and sell the goods in proper business transactions. In return we hereby now already assign our claims against the buyer or third party to the supplier in the amount of the purchase price incl. VAT. We shall also remain authorised to collect the claims after the assignment. The supplier undertakes not to collect the claims as long as we satisfy our payment obligations towards it. The supplier is only entitled to disclose the assignment for an important reason. An extended reservation of title will not be recognised by us.

§ 7 Warranty

1. The statutory provisions relating to material defects and defects of title shall apply insofar as not otherwise regulated below.

2. The acceptance is carried out subject to the reservation of inspection for freedom from defects, in particular also for accuracy, completeness and usability. We are entitled to inspect the object of contract, insofar and as soon as this is expedient according to the proper course of business; discovered defects will be reported by us immediately after they are discovered. The supplier accordingly waives the objection of the late report of defects.

3. We are entitled to the statutory warranty rights in full. We are principally entitled to the right to choose the type of subsequent fulfilment. In this case the supplier undertakes to bear all expenses, which are necessary for the purpose of remedying the defects or for the substitute delivery. The supplier is entitled to refuse the type of subsequent fulfilment chosen by us under the pre-requisites of Section 439 Par. 3 BGB. The right to damages is explicitly reserved.

4. The statutory warranty rights shall apply. The warranty period shall begin with the hand-over of the object of delivery or with machines and plants with the termination of the acceptance date.

5. If the supplier does not satisfy its warranty obligations within the deadline set by us we can carry out the necessary measures ourselves or have these carried out by third parties at its costs and risk – irrespective of the other claims.

6. The warranty period shall begin to apply once again for parts of the delivery that are repaired during the warranty period, in which the supplier has satisfied our claims for subsequent fulfilment in full.

7. Smaller defects can be remedied by us – in fulfilment of our obligation to minimise damages – without prior coordination, without this having any effect on the supplier’s warranty obligation. The same shall apply in urgent cases if there is a threat of unusually high damages.

8. If costs are incurred to us as a result of the faulty delivery of the object of contract, in particular transport, route, labour, material costs or costs for an incoming inspection that exceeds the customary extent, the supplier has to bear these costs. In the event of the return delivery of faulty goods to the supplier it shall bear the risk.

9. If an end consumer is at the end of the supply chain Sections 478, 479 BGB shall apply in the relationship to our supplier to an unlimited extent.

§ 8 Ban on assignment

1. The assignment of claims of the supplier against us is excluded. Such an assignment requires our explicit written consent.

2. This shall not apply to assignments of claims within the framework of customary extended reservations of title.

§ 9 Product liability

1. If a claim is asserted against us owing to the breach of official safety regulations or owing to domestic or foreign product liability regulations or other laws owing to a fault to our product, the supplier undertakes to indemnify us from such claims insofar as the damage was caused by a fault to the object of delivery delivered by the supplier. This damage shall also comprise the costs of a precautionary recall action. In the cases of liability dependent on fault this shall, however, only apply if the supplier bears a fault. Insofar as the cause of the damage lies in the supplier’s area of responsibility, it shall accordingly bear the burden of proof.

2. The supplier undertakes to maintain product liability insurance with a sum insured of EUR 5,000,000.00 per physical injury/property damage as a flat rate and to submit the insurance policy to us for inspection upon request.

3. In these cases the supplier shall assume all costs and expenses, including the costs of a possible legal prosecution or recall action. Otherwise the statutory provisions shall apply.

§ 10 Property rights

1. The supplier shall be liable for the fact that no rights of third parties, in particular patents, licences and other property rights, are infringed in connection with its delivery.

2. It undertakes to indemnify us from all possibly existing claims of third parties in this respect and to reimburse us all expenses, which are necessarily accrued to us from or in connection with the assertion of a claim by a third party.

§ 11 Quality assurance

The supplier has to carry out a quality assurance that is suitable according to the type and scope, which complies with the latest status of technology and to prove this to us upon request. The supplier will conclude a corresponding quality assurance agreement with us, insofar as we consider this to be necessary.

§ 12 Non-disclosure obligation, supplier declaration and declaration of origin

1. The supplier undertakes to maintain secrecy concerning all commercial and technical details, of which it becomes aware from the business relationship with us. Strict secrecy is to be maintained concerning all diagrams, drawings, calculations and other documents and information received from us, they may neither be sold, pledged or otherwise forwarded to third parties, nor used for third parties in any way without our consent and are to be returned to us upon request. Sub-suppliers or subcontractors of the supplier are to be obliged accordingly.

2. We reserve all rights to such information (including copyrights and the right to apply for entry of industrial property rights such as patents, utility models, etc.). Insofar as these were made accessible to us by third parties, this reservation of right shall also apply for the benefit of these third parties.

3. This non-disclosure obligation shall also apply after the processing of the contract.

4. Insofar as the supplier carries out controls with regard to the goods delivered to us the supplier undertakes to make records of the conducted tests and to archive all test, measurement and control results for 10 years. We are entitled to inspect these documents and make copies at all times.

5. The supplier undertakes, upon request, to submit a supplier declaration according to the preferential agreement and to submit proof in this respect to the customs authorities upon request.

§ 13 Data

We store the data from our business relationship with suppliers using IT systems and shall evaluate these for own supplier analyses (BDSG Section 26 [Federal Data Protection Act]).

§ 14 Place of performance, place of jurisdiction, applicable law

1. The place of performance for all claims from the business relationship is 74629 Pfedelbach, insofar as the supplier is a merchant within the meaning of commercial law or a legal entity under public law.

2. The place of jurisdiction with all lawsuits, which arise indirectly or directly from the business relationship, is the court of jurisdiction for the registered seat of our company, insofar as the supplier is a merchant within the meaning of commercial law or a legal entity under public law. We are also entitled to file action at the court of jurisdiction for the registered seat of the supplier or at the court of the place of performance.

3. All contractual and business relationships between the supplier and us shall be exclusively assessed according to the law of the Federal Republic of Germany under the exclusion of the regulations applicable according to inter-state agreements, in particular of the Hague uniform sales law and the Convention on the United Nations on Contracts for the international Sale of Goods (CISG).

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