General Terms and Conditions of Purchase (GOC)
1. Area of application
1.1 Our terms and conditions of purchase are only valid for companies within the meaning of Article 14 of the German Civil Code when the contract is part of the company's operations, as well as to legal entities under public law and special assets of public law within the meaning of Article 310, Para-graph 1 of the German Civil Code.
1.2 These terms and conditions of purchase are valid for the entire business dealings (deliveries and services) with the supplier even when reference is not explicitly made to these terms and conditions. We do not recognise con-trary or deviating business terms and conditions of the supplier, unless we have expressly approved their validity in writing. In particular, the ac-ceptance of delivery and services or payment does not imply our approval. Confirmation or execution of our order will be deemed to mean acceptance of these terms and conditions of purchase.
1.3 Our terms and conditions of purchase also apply for all future deliveries and services from the supplier, until our new terms and conditions of purchase take effect.
2. Conclusion of contract, documents
2.1 An order is deemed to be placed when it has been drafted in writing by us and signed, or has been created by means of IT. We will remain bound to our order when it is confirmed in writing by the supplier at the latest within a period of one week from entry. We do not need to set a deadline.
2.2 Any deviations between the content of our order and subsequent contract modifications and technical changes to the delivered item will only be deemed agreed to after we expressly confirm such changes in writing.
2.3 Verbal agreements before or on conclusion of the contract require our writ-ten confirmation in order to be valid. Verbal agreements after conclusion of the contract as well as any other ancillary agreements also require our writ-ten confirmation in order to be valid.
2.4 We reserve all property rights and copyrights to illustrations, drawings, cal-culations, assessments, or other documents. The documents may solely be used for production according to our order. They must be kept confidential, and after the order has been completed, must be returned without request at the supplier's own expense.
2.5 Insofar as we have received offers, samples, etc., from the supplier, we will incur no costs for this.
3. Prices, payment conditions
3.1 The price stated in the order is binding without regard to any fluctuations of the currency exchange rate, and does not include the legal value-added tax in the case of domestic deliveries. In the absence of any written agreement to the contrary, the price will include carriage-free delivery (DDP Incoterms 2010) including packaging, transport, insurance and customs duties. The re-turn of packaging requires special agreement.
3.2. Agreed prices also apply for subsequent orders and deliveries unless it has been expressly agreed to the contrary.
3.3 We can only process invoices when, in addition to the legal requirements, they contain the order number and the order date shown on our order form
in accordance with our specifications. The supplier is responsible for all consequences arising due to non-compliance with this obligation, unless proof is supplied that they are not to blame.
3.4 Unless agreed otherwise in writing, we pay invoices within 10 days of re-ceipt of the delivery and invoice with 3 % discount, or within 14 days with 2 % discount, or net within 30 days.
3.5. The pledging and assignment of all claims of the supplier to third parties is excluded, unless this assignment is in the context of an extended reserva-tion of title of the sub-supplier of our supplier. We must be informed of such agreements.
4. Delivery time, delay
4.1 Agreed schedules and deadlines are binding and must be adhered to pre-cisely. The starting point for these schedules and deadlines is the date of the order. Decisive for compliance is the receipt of the goods at our compa-ny or at the receiving office that has been agreed or specified by us.
4.2 As soon as the supplier recognises that a delivery may be delayed, they must inform us immediately. This does not change the binding nature of the agreed delivery period. The supplier bears the full procurement risk with re-gard to the services required for the delivery regardless of fault.
4.3 If the delivery takes place before the specified date, we are entitled to send it back. Equally, partial deliveries can be sent back by us.
4.4 In the case of delayed delivery, we will be entitled to statutory claims. Fur-thermore, in the case of a delay in a delivery, we are entitled to impose a contractual penalty of 0.5% of the delivery value for each fully-ended week of the delay. However, this sum may not exceed a total of 5% of the delivery value. We are entitled to claim the contractual penalty in addition to fulfil-ment of the order. We can assert the necessary reservation according to Ar-ticle 341 Paragraph 3 of the German Civil Code until complete payment. The assertion of more extensive damages is not excluded by the contractual penalty.
4.5 Except where different evidence is provided, the number of items, the weights and measurements are determined according to the values ob-tained by our incoming goods inspection.
5. Transfer of risk, documents
5.1 Unless otherwise agreed in writing, the delivery is to be made free of charge to our address. For imports, delivery will be made "delivered duty paid to Freiberg am Neckar, Germany" (DDP Incoterms 2010). Differing clauses in the case of Incoterms transactions must be agreed upon and interpreted in accordance with Incoterms 2010.
5.2 The risk of complete or partial loss, damage or other deterioration of the goods is passed to us after acceptance of the goods at the receiving office.
5.3 The supplier is obliged to indicate exactly on all dispatch papers and deliv-ery notes our order number and order date, the article designation and arti-cle number, as well as the amounts, weights, and measures. In the case of several shipping units, the package with the delivery note must be clearly identified. If the supplier fails to do so, they will be held responsible for the resulting consequences. The supplier is liable for damages in the case of incorrect delivery declarations, certificates of origin, or similar proofs of origin. This is especially true in the case of additional customs charges that may result from this.
5.4 All shipments must be accompanied by a delivery note. Arrange pallets and shipments as per order. In addition, on the day of shipment, notification of shipment must be sent to our purchasing department and the designated delivery address.
5.5 Proceed according to packaging law when it comes to packaging ship-ments. In the case of packaging materials that do not correspond to packag-ing law, we reserve the right to return them "carriage forward" to the suppli-er. The supplier must supply proof when claiming that the packaging regula-tions have been adhered to.
5.6 If the supplier imports the goods, they will be held liable for the proper cus-toms declaration and taxation, for the adherence to the currently valid legal provisions for imports, as well as for the presentation of a valid import li-cence in cases where import quotas are in place.
6. Claims for defects and recourse
6.1 The supplier will only send goods that have been checked thoroughly and found to be of good quality; therefore, we will not be required to perform a detailed incoming goods inspection at our premises. We will carry out spot checks on incoming goods as soon as, and insofar as, this is possible in the normal course of business. Complaints about defects that are discovered will be made within 2 weeks of discovery. In this respect, the supplier fore-goes objection to delayed complaints according to Article 377 of the Ger-man Commercial Code.
6.2 The supplier carries full responsibility for compliance of the supplied goods and services with statutory and municipal regulations regarding their sale and application, and that they do not violate any industrial copyrights or oth-er rights of third parties. The supplied goods and services must comply with the latest, or in future foreseeable, technical standards at the time of deliv-ery, and must fulfil any other statutory conditions, technical testing regula-tions and accident prevention regulations. In particular, the DIN standards must be adhered to. All testing documentation used by the supplier concern-ing the delivered goods is to be stored according to the legal provisions and presented on demand.
6.3 We will be entitled to full statutory rights in the case of material defects and legal deficiencies. We are entitled to determine the type of re-fulfilment (re-moval of defects or replacement delivery). The supplier must bear all costs required for removal of defects or replacement delivery. If the supplier does not comply with the request to remove defects or make a replacement de-livery within a reasonable period of time, or if the efforts prove unsatisfacto-ry, or if immediate removal of a defect is required for an urgent reason, we are entitled to have the defects removed at the supplier's cost, or remove them ourselves, or make back-up purchases at the supplier's cost.
6.4 Unless otherwise agreed, all claims for material defects are subject to a limi-tation period of 36 months from the date of transfer of risk. This will be ex-tended by the time taken by the supplier for measures to improve or replace defective goods as of receipt of our notice of defect, until the supplier de-clares the measures to be completed or rejects further improvement or re-placement. The limitation period for legal defects will be 10 years.
6.5 For parts that are serviced or repaired within the limitation period, this com-mences again from the point in time at which the supplier has completely fulfilled our claims for subsequent fulfilment.
6.6 If due to defects to the delivered goods, we incur costs, especially for transport, moving, labour and material, or costs that exceed the normal scope of our goods acceptance or checking procedures, the supplier will have to reimburse such costs.
6.7 We will also be entitled to the rights of recourse of the company according to Articles 478 and 479 of the German Civil Code even in cases where a consumer goods purchase is not involved. If any goods produced and/or sold by us are returned as a consequence of defects in the contractual ob-ject delivered by the supplier, or if this leads to a reduction of the purchase price, or if we face claims for this reason, we will reserve the right to re-course against the supplier, whereby an otherwise required notice is not needed to assert our warranty claims.
6.8 We are entitled to demand compensation from the supplier for expenses which we had to bear in relation to our customer, because the customer has made a claim against us for reimbursement of the expenses required for the purpose of subsequent performance, in particular, transport, moving, labour and material costs.
6.9 In the cases of 6.7 and 6.8, the limitation period commences at the earliest two months after the point in time when we have met the claims of the cus-tomer addressed to us, but at the latest five years after delivery by the sup-plier.
6.10 If a material defect becomes apparent within 6 months of the transfer of risk, then it will be assumed that the defect already existed at the time of the transfer of risk, unless this assumption cannot be reconciled with the nature of the material or the defect.
7. Product liability, indemnity, insurance
7.1 Should a claim be made on us on the basis of the law on product liability or other regulations due to a product fault, or if we incur damage in another way in connection with the delivery of a faulty product, in particular through a call-back, retrofitting, etc., the supplier will be obliged, at the first request, to indemnify us against such claims, and to compensate us for any damage, insofar as the damage is the result of a fault in the contractual object that the supplier has delivered. In cases of fault-based liability this will only apply where the fault lies with the supplier. If the cause of damage lies within the supplier's area of responsibility, the onus is on the supplier to provide proof that they are blameless. In such cases, the supplier will assume all costs and expenses, including the costs of any prosecution.
7.2 The supplier is obliged to maintain an adequate product liability insurance policy with a cover sum of at least ..... million euros per personal injury and
property damage (lump sum). If we are entitled to further damages, these remain unaffected.
8. Force majeure, insolvency, bankruptcy
8.1 Force majeure, industrial action, non-culpable disruption of operations, un-rest, official measures, and other unavoidable events which make it impos-sible or unreasonable for us to fulfil the contract, will release us from the ob-ligation to accept the goods punctually for as long as the circumstances persist. If these events continue for a longer period and their conclusion cannot be foreseen, we can withdraw fully or partly from the contract, inso-far as our requirements are significantly reduced as a result of said events.
8.2 If one of the contractual parties suspends payments or if an insolvency pro-cedure has been filed against their assets, the other party will be entitled to withdraw from the part of the contract not already fulfilled.
9. Property rights, secrecy
9.1 The supplier assures that the delivered items do not infringe on any national or international industrial property rights and guarantees us complete free-dom and authorisation under copyright law to use them and trade with them on the national and international market. In the event of recourse by third parties due to an infringement of national or international property rights concerning the delivered goods, the supplier will indemnify us from all claims on first request and reimburse us for the damage arising as a result. The duty of the supplier to indemnify will refer to all expenses we sustain arising from, or in connection with, the claims asserted by a third party. The limitation period for these claims is ten years, commencing from the time that the respective contract is concluded.
9.2 Any tools, patterns, samples, models, profiles, drawings, standards sheets, print templates, gauges, or other documents placed at the supplier's dis-posal will remain our property and may not be made available to third par-ties or used for the supplier's own purposes, without our explicit consent. They are to be protected by the supplier from unauthorized viewing or use and unless otherwise agreed must be returned to us in proper condition at the latest on delivery. The supplier is not permitted to keep copies either. There will be no right of retention.
9.3 The supplier must maintain confidentiality regarding all technical data and other commercial and technical information which is not public knowledge, and of which the supplier becomes aware as a result of the business rela-tionship. Such information may only be used when processing our orders, and may only be made available to employees whose deployment is re-quired to process the order.
10. Tools, free issue equipment
10.1 If tools, drawings, or other production materials were produced at our cost by the supplier on our behalf, then there is agreement that such items will pass into our ownership immediately after manufacture. In case of only par-tial cost sharing, we will purchase the shared property according to the pro-portion of costs. The supplier is revocably entitled to store these items for us carefully and free of charge. For such items, we will be granted all copy-rights for our exclusive use. The supplier is not entitled to use these items beyond the scope of the order without our approval. The supplier is entitled and obliged to store the items subject to recall. The supplier must identify such objects so that our ownership is also documented to third parties. The supplier will not have any right of retention to such objects.
10.2 If we make tools, parts, or other production materials available to the suppli-er, we will reserve the property rights. Processing or alterations by the sup-plier are undertaken on our behalf. If our reserved goods are processed with other objects not belonging to us, then we will acquire co-ownership of the new item in proportion to the value of our item to the other processed ob-jects at the time of processing. If the item provided by us is intermixed in-separably with objects not belonging to us, we will acquire co-ownership of the new item accordingly. If such intermixing is done so that the supplier's item is to be regarded as the primary item, it is agreed that the supplier will transfer proportionate co-ownership to us. The supplier will hold the sole ownership or co-ownership on our behalf.
10.3 If tools, parts, or other production materials provided according to No. 10. 1 or No. 10.2 are damaged or destroyed, the supplier is entirely liable for the resulting damage to us as per the statutory provisions. The supplier is obliged to insure at their own cost all tools, parts or other production materi-als belonging to us to their original value against theft, fire, water, and other natural hazards. The supplier will punctually carry out any maintenance work required at their own cost.
11. Limitation of liability
We will be liable for intentional and gross negligence – including intentional and gross negligence of our vicarious agents. For simple negligence, we will only be liable in the case of a breach of important contractual obligations to do with the nature of the con-tract or if such a breach jeopardizes the ability to achieve the purpose of the contract. In the case of liability according to sentence 2, compensation will be limited to the pre-dictable damage. Otherwise no liability claims on the part of the supplier will be permit-ted in case of simple negligence, regardless of the legal reason. The above limitations of liability and exclusions will not apply in the case of fatalities, physical injuries or damage to health.
12. Place of performance, court of jurisdiction, applicable law
12.1 For both parties, the place of performance for all obligations in this contract, especially delivery and payment, will be the headquarters of our company at Freiberg am Neckar.
12.2 The place of jurisdiction for all disputes arising from this contractual rela-tionship or its entry into force is for both trading partners the court applicable for the headquarters of our company. We may, subject to our choice, also take court action at the headquarters of our supplier or at another legal place of jurisdiction.
12.3 This contract is subject to German law. The UN Convention on Contracts for the International Sale of Goods (CISG) or other international conventions and agreements under international law will not apply.
13.1 The supplier will not be entitled to transfer claims against us to third parties without our approval.
13.2 The supplier can only offset claims with counterclaims that are uncontested or have been determined by a court of law. The assertion of a right of reten-tion will be allowed to the supplier only when the counterclaim is based up-on the same contractual relationship and is uncontested or has been deter-mined by a court of law.
13.3 If a reservation of title over the delivered goods has been agreed with the supplier, we can, nonetheless, sell or process the goods as part of our nor-mal business operations.
13.4 Should individual provisions of these general sales terms and conditions or other contractually agreements be or become completely or partially unen-
forceable this will not affect the enforceability of the remaining provisions. Only the German version of these general delivery terms and conditions is legally binding. Any translations into other languages are non-binding.