A. General information
For all orders placed by us, the following purchase conditions apply for the duration of the business relationship. The general terms and conditions of the supplier shall not be valid even if we do not expressly object to them in individual cases, unless we have expressly acknowledged these conditions in writing in advance. With the acceptance of the order, but at the latest with the beginning of its execution, the supplier accepts the exclusive validity of these purchase conditions.
B. Orders, contract conclusion
- Insofar as no agreements have been made for order processing by fax or electronic data exchange, orders, statements and delivery schedules as well as their changes and additions must be made in writing.
- Verbal agreements before or after the conclusion of the contract shall only become effective if they are confirmed by us in writing. This applies in particular to subsequent changes and additions to the purchase conditions as well as other collateral agreements.
- The cost estimates are binding and not to be compensated, and deviating agreements must be made in writing.
- Orders placed by fax or electronic data exchange shall be deemed to have been received on the same day, other orders on the third day following dispatch. Actual deviations from this must be reported by the supplier in writing without delay.
- If the supplier does not accept an order within two weeks from receipt, we shall be entitled to revoke it until the receipt of a declaration of acceptance. Delivery schedules become binding if the supplier does not object within five working days from receipt.
C. Force majeure
Force majeure, labour disputes, business interruptions beyond the concerned Party’s reasonable control, unrest, official measures and other unavoidable events shall entitle us to withdraw from the contract in whole or in part, provided that they are of not insignificant duration and result in a considerable reduction in the demand for the goods ordered. However, this does not apply if we are responsible for the circumstances.
D. Pricing and transfer of risk
- Unless otherwise expressly agreed, the agreed prices are fixed prices at the specified place of receipt and include all ancillary costs such as freight, packaging, duties (including import duties) and insurance. Subsequent claims of any kind are excluded.
- Subsequent price changes are only valid if they have been acknowledged by us in writing prior to delivery.
- The transfer of risk to us shall only take place upon acceptance of the goods by us or our agents at the agreed place of receipt.
E. Delivery, delivery dates, delays
- Deliveries have to be made completely. Excess or short deliveries or other deviations from the order or the call are only permitted after prior written confirmation by us.
- The agreed delivery dates and deadlines are binding. Decisive for the observance of the delivery date or the delivery period is the receipt of the goods at the place of performance.
- If the agreed deadlines are not met, then the legal provisions shall apply. Foreseeable delivery delays shall be notified by the supplier to us immediately.
- The unconditional acceptance of a delayed delivery or service does not constitute a waiver of compensation claims due to us. Claims for compensation can be made by us until full payment of the purchase price owed by us.
F. Delivery note, invoice
- Delivery notes, shipping documents must be provided with our order number, the supplier number, our material number and the delivery place.
- Invoices are to be sent to us separately from the goods immediately after dispatch in duplicate to the billing address specified in the order.
G. Payment conditions
- Unless otherwise agreed, the invoice shall be paid either within 14 days with a deduction of 3% discount or within 30 days without deduction after receipt of invoice.
- If the goods arrive later than the invoice or if the invoice is incomplete, the deadline for receipt of the goods or the proper invoice shall prevail.
- All payments are made subject to the receipt verification.
H. Warranty, complaints, claims for defects, recourse
- The supplier warrants that its deliveries and services comply with the legal and contractual quality requirements and have no defects.
- The supplier expressly assures the compliance with the given specifications as well as the suitability for the intended purpose, if such a purpose has been agreed.
- The acceptance shall take place according to the legal rules.
- In the case of material and legal defects, the legal provisions shall apply, unless otherwise stated in this agreement.
- In the case of defects, we request the supplier, under deadline, to remedy the defect, unless such is unnecessary. This is especially the case for averting acute hazards or avoiding a major damage. In this case, we are entitled to remedy the defect ourselves at the expense of the supplier or to have it remedied by a third party.
- If, as a result of a defective delivery, we incur costs beyond the usual scope of the incoming inspection, transport, travel, material and labour costs, the supplier shall bear these costs.
- If we take back products manufactured and / or sold as a result of the defectiveness of the contractual object delivered by the supplier or if we have been claimed by our customers, we shall be entitled to demand compensation from the supplier for the damage incurred by us.
- In the case of legal defects, the supplier indemnifies us against all claims of third parties insofar as the defect is the fault of the supplier. For claims arising from legal defects, a prescription term of 3 years shall apply.
I. Product liability
- In the event that we are claimed for product liability, the supplier shall indemnify us from all claims, unless the underlying defect is not his fault. In cases of fault-based liability, this applies as it were with the proviso that the supplier bears the burden of proof.
- In these cases, the supplier shall bear all costs and expenses, including the costs of any legal action or recall action. Otherwise, the legal provisions apply.
J. Execution of works, construction works
- Persons who carry out work on our premises in fulfilment of the contract must comply with our safety regulations. Our liability is excluded, unless damages are based on a grossly negligent breach of duty by us or by our legal representatives or vicarious agents and their intentional breach of duty. Our liability for damage to life, body or health, which is based on our negligent breach of duty or a wilful or negligent breach of duty by our legal representatives or vicarious agents remains unaffected.
- For construction works, an exemption from the building deduction tax must be submitted.
K. Confidentiality, documents
- The supplier undertakes to keep confidential against third parties all business and technical information obtained in connection with execution of the order, unless the information was/is publicly available at the time of disclosure or has become publicly available thereafter; - it was disclosed to him by an authorised third party without confidentiality obligation; - it was already known to him at the time of disclosure; - it was independently developed by him; - it had to be submitted according to the law or the decision of a court or administrative authority
- Upon request, all samples and/or documents provided by us must be returned.
L. Place of performance and jurisdiction
- The place of performance for deliveries is the place to which the goods are to be delivered according to the order or to which the service is to be performed.
- The jurisdiction for all disputes in connection with the order is Göppingen. However, we are also entitled to choose another jurisdiction of our choice.
M. Final provisions
- For all legal relations between the supplier and us, the law of the Federal Republic of Germany applies exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- If individual provisions of these purchase conditions are or become ineffective, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to agree on a new provision that comes closest to the purpose of the ineffective provision.
Zeller+Gmelin GmbH & Co. KG Version: February 2019