General Terms of Purchase
1. Preface
1.1 The following terms and conditions exclusively apply to the costumer’s deliveries and services. Other general terms and conditions shall not apply, even if we do not contradict them expressly.
1.2 Our terms of purchase shall also exclusively apply to all future deliveries and services, even if not explicitly stipulated in a future contract.
1.3 Notes on the application of statutory provisions only serve clarification purposes. Even without such clarification, the statutory provisions apply insofar as they are not directly modified or excluded in these conditions of purchase.
2. Conclusion of Contract
2.1 All orders and contracts as well as their amendments or supplements must be in writing in order to be effective.
2.2 We are entitled to cancel our orders free of charge, if they have not been confirmed unchanged within two weeks after receiving.
3. Prices, Payments, Claims
3.1 The prices agreed are fixed prices. They shall include all services, ancillary obligation and associated costs (e.g. packaging, transport, insurance, custom duties) of the contractor. All prices include statutory sales tax if they are not stated separately.
3.2 Unless individually agreed otherwise, invoices shall be due within 14 days at a 3% discount or – at our discretion – within 30 days after the receipt of the goods and a proper invoice. The goods must be free from any defects.
3.3 Invoices shall be sent to us separately, stating our order number. In the event an invoice does not correspond to the requirements of a proper invoice, it will be sent back. The payment period is suspended from the receipt of an erroneous invoice until we receive a proper invoice.
3.4 The contractor is only entitled to offset or exercise any right of retention over our claims if his counterclaim is undisputed, has been established by a court of law or is ready for a decision by court.
4. Performance, Delivery, Shipping Costs, Risk Transfer
4.1 Without our prior written consent, the contractor may not employ any third party to fulfill the main performance under the contract.
4.2 Unless individually agreed otherwise, deliveries are understood DDP Factory Maxdorf according to Incoterms ® 2010.
4.3 Notwithstanding the agreed price positions, the risk of accidental loss and accidental deterioration of the delivered goods is transferred to us upon the handing over of the goods at the specified delivery address by us. If acceptance is agreed or provided by law, this point of time shall be relevant for the transfer of risk. The transfer of risk also takes place, when we are in default of acceptance.
4.4 Unless individually agreed otherwise, the goods shall be delivered in standard disposable packaging. Re-useable packaging shall be provided to us on loan. The returns shall be sent at the contractor’s cost and risk.
4.5 The goods and services must comply with current statutory safety and environmental regulations. In particular, the contractor warrants that all goods comply with the obligations contained in the specifications of the REACH Regulation. Relevant information (material safety data sheets etc.) shall be given to us as soon as possible.
5. Date of Delivery
5.1 Agreed deadlines for deliveries and services shall be binding. Decisive for meeting the delivery date is the receipt of goods with the required shipping documents at our place. If acceptance is required by law, the date of acceptance is crucial.
5.2 As soon as the contractor recognizes that he may not meet his contractual obligations on the whole or in part or by the given deadline, he shall inform us immediately in writing stating the reasons and the expected duration of the delay. In these cases the unconditional acceptance of a delayed delivery or of service does not constitute a waiver of claims to which we are entitled due to the delayed delivery or service.
5.3 Premature deliveries and services or partial deliveries / services are subject to our express permission.
6. Liability for Defects
6.1 For our rights for quality defects and defects of title of the goods and for other breaches of duty by the contractor, the statutory provisions shall apply, unless otherwise determined in the following sections.
6.2 In the process of our inspections at receiving the goods obvious defects will be reported at the latest within 14 working days after the receipt of the goods. Hidden defects that become apparent later will be reported at the latest within 14 working days upon discovery. If defects are reported within 14 working days, the contractor shall waive the right to assert that the defects have been asserted too late. If acceptance is agreed or provided by law, there is no duty to inspect the goods.
6.3 In the event deliveries and services have to be fulfilled according to our plans, drawings or other special requirements (e.g. specific purpose), the contractor agrees hereby that those characteris- tics are expressly warranted.
6.4 Expended costs for the examination or repair of the goods shall be borne by the contractor even if it turns out that in fact no defect existed. The costs will be compensated by us, if we have recognized or gross negligent have not recognized that no defect existed.
6.5 In deviation from Section 438 para.1 No.3 BGB (German Civil Code), the general statute of limitations for defect claims lasts three years after the transfer of risk. If acceptance is agreed or provided by law, the statute of limitations begins with the acceptance of the work. For newly delivered parts or repaired parts the limitation period begins to run anew, unless the contractor explicitly corrects the defect on a goodwill basis.
6.6 The contractor shall indemnify us against all claims asserted by third parties due to a quality defect or a defect of title of the delivered goods.
7. Retention of Title, Confidentiality, Data Privacy
7.1 For the goods supplied to us, we only accept a simple retention of ownership of the contractor.
7.2 In our models, technical documents, drawings, plans, calculations etc. which we make available to the contractor we reserve ownership and copyright. Such documents and other items may only be used under the contract.
7.3 The contractor is obligated to treat all commercial and technical information that he gains throughout the business relationship confidentially and not to disclose any information to third parties. This also applies to the relationship itself.
7.4 We point out that we store personally identifiable information transmitted to us in the business relationship. For the execution of the contract it may be necessary to disclose personal data within the EM-Technik group.
8. Commercial Terms
Interpretation and application of the trade terms agreed upon pursuant to the International Commercial Terms (Incoterms) shall be subject to the Incoterms ® 2010.
9. Written Form
The requirement of written form set forth in these terms of purchase is also met in case of a transmission via e-mail and fax.
10. Final Provisions
10.1 The place of performance shall be Maxdorf.
10.2 The contract and the legal relationship between the parties shall be governed by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
10.3 If the contractor is a merchant or a legal entity by public law, the exclusive place of jurisdiction for all disputes shall be EM-Technik’s place of business. In case a suit is filed by EM-Technik, legal proceedings can alternatively also be instituted at the costumer’s place of jurisdiction.