General Terms and Conditions of Purchase
1 Scope of application
1.1 These General Terms and Conditions of Purchase shall only apply to companies within the meaning of Section 310 (1) of the German Civil Code (BGB).
1.2 These General Terms and Conditions of Purchase shall apply to all deliveries and services to us unless expressly agreed otherwise.
1.3 We hereby object to any general terms and conditions of the supplier that deviate from our Terms and Conditions of Purchase. This shall also apply if the supplier refers to its terms and conditions in the course of correspondence.
2 Contractual declarations
2.1 The supplier is obliged to accept our order within a period of 2 weeks after receipt.
2.2 We reserve the property rights and copyrights to all documents provided to the supplier in connection with the order, e.g. calculations, drawings etc.. The supplier undertakes not to disclose or make accessible these documents to third parties unless we give the supplier our express written consent to do so. These documents are to be used exclusively for production based on our order. They must be returned to us immediately if the supplier has not accepted our order within the period specified in No. 2.1. If our order is accepted, the documents must be returned to us unsolicited at the latest upon completion of the order.
2.3 Orders, contracts and call-offs as well as their amendments/additions must be made in writing.
3 Charges and terms of payment
3.1 A price stated in our order is binding. If no special agreement has been made, the prices are understood to be delivered to the named place of destination (DAP according to Incoterms 2010) including packaging. Value added tax is not included.
3.2 An invoice for each delivery or service must be submitted to the respective home address separately from the shipment. Invoices must meet the requirements of Section 14 (4) UStG (German Value Added Tax Act), correspond in wording to our order designations and contain our order number. The exact name of the ordering department and the date of the order must be stated in the invoice text. The supplier shall be liable for all consequences arising from non-compliance with these obligations, unless he can prove that he is not responsible for them.
3.3 Payment of the invoice shall be made by bank transfer unless the goods/services delivered give cause for complaint. The period for payment of the invoice shall commence as soon as the delivery or service has been accepted in full and the properly issued invoice has been received. If the start date of the period falls between the 1st and the 15th of a month, payment shall be made on the 1st of the following month; if the start date of the period falls between the 16th and the last day of the month, payment shall be made on the 16th of the following month with a 5% discount or net 120 days after the start date of the period. If the payment date (16th or 1st) falls on a Friday or not on a bank working day, payment will generally not be made until the next bank working day.
Invoices that do not meet the requirements of Section 14 (4) UStG or are incorrect do not constitute a due date and can be returned by us at any time. In the latter case, the due date shall only be established upon receipt of the corrected invoice. In the event of incorrect delivery or performance, we shall be entitled to withhold payment until proper fulfillment, without loss of rebates, discounts and similar payment benefits. Further claims remain unaffected. In the event of premature acceptance of deliveries, the payment period shall only commence from the delivery date specified in the order or from receipt of the invoice, whichever is later.
3.4 We shall be entitled to set-off and retention rights to the extent permitted by law.
4 Delivery time
4.1 The delivery date stated in the order is binding. Delivery before the specified delivery date is only permitted with our prior express written consent. Partial deliveries shall not be accepted unless we have expressly approved them in advance. The name of the person who has given this approval must be stated on the delivery document.
4.2 The supplier is obliged to inform us immediately in writing if circumstances arise or become known which indicate that the agreed delivery time cannot be met. The date of receipt of the goods at the place of destination shall be deemed to be the date of compliance with the delivery time.
4.3 If the supplier is in default of delivery, we shall be entitled to demand liquidated damages for delay in the amount of 0.3% of the contractually agreed price per day after the occurrence of the delay in delivery, but not more than 15% of the agreed price in total. The supplier shall be at liberty to provide evidence of lower damages. We shall be entitled to demand compensation instead of performance or to withdraw from the contract after the fruitless expiry of a reasonable period. If we demand compensation, the supplier shall be entitled to prove to us that he is not responsible for a breach of duty.
5 Warranty
5.1 We shall inspect the goods for any deviations in quality and quantity within a reasonable period of time. The complaint shall be deemed timely if it is received by the supplier within a period of 7 working days, calculated from receipt of the goods or - in the case of hidden defects - from discovery.
5.2 The supplier warrants that the delivered goods comply with the statutory and official provisions applicable to their distribution and use in addition to the other requirements to be complied with. We shall be entitled to the full statutory claims for defects. In any case, we are entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new item. We expressly reserve the right to claim damages, in particular the right to claim damages in lieu of performance. We are entitled to remedy the defect ourselves at the supplier's expense if there is imminent danger or particular urgency.
5.3 Claims for defects - for whatever legal reason - shall become time-barred 24 months after delivery. Longer statutory limitation periods shall remain unaffected by this.
6 Third party rights
6.1 The delivery and its utilization by us must not infringe any third-party property rights. We shall notify the supplier of any claims asserted by third parties. We shall not recognize such claims on our part. In this respect, we authorize the supplier to take over the dispute with the third parties in and out of court.
6.2 In the event of an infringement of third-party industrial property rights, the supplier shall, at its own expense, defend against third-party claims asserted against us by third parties for infringement of industrial property rights due to the supplier's deliveries and services. The supplier shall indemnify us against all claims arising from the use of such industrial property rights.
6.3 If the utilization of the delivery by us is impaired by existing industrial property rights of third parties, the supplier shall, at his own expense, either acquire the corresponding approval or modify or replace the affected parts of the delivery in such a way that the utilization of the delivery does not conflict with any industrial property rights of third parties and at the same time complies with the contractual agreements.
7 Retention of title
7.1 Insofar as we provide parts to the supplier, we reserve title to these parts. Any processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
7.2 If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to us on a pro rata basis; the supplier shall hold the sole ownership or co-ownership for us.
7.3 We reserve title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water damage and theft at his own expense. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at his own expense and in good time. He shall notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected.
7.4 If the security rights to which we are entitled under No. 7.1 or No. 7.2 exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the supplier's request.
8 Product liability
8.1 Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request if the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
8.2 In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We shall inform the supplier of the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment. Other statutory claims shall remain unaffected.
8.3 The supplier undertakes to maintain product liability insurance with a lump sum cover of EUR 10 million per personal injury/property damage. If we are entitled to further claims for damages, these shall remain unaffected. The supplier shall provide us with a copy of the valid insurance contract upon request.
9. prohibition of assignment
The supplier shall not be entitled to assign its claims against us to third parties without our written consent; such consent may only be refused for good cause.
10. spare parts for discontinued series requirements
The supplier undertakes to supply spare parts at reasonable prices for a period of 5 years, even after series production has been discontinued. Individual parts can also be supplied from ongoing production with our consent. Consent will only be granted if no additional costs are incurred by us and no deterioration in quality occurs. We agree to premature termination of readiness for delivery after the expiry of 5 years if a final delivery is economically justifiable and the demand is foreseeable.
11 Tools, molds, samples, etc.
Tools, molds, samples, models, profiles, drawings, test specifications, standard sheets, print templates and gauges provided by us, as well as objects manufactured on the basis thereof, may not be passed on to third parties or used for purposes other than the contractual purposes without our written consent. They must be secured against unauthorized inspection and use. Subject to further rights, we may demand their return if the supplier violates these obligations or the business relationship regarding the respective contractual product is terminated.
12 Confidentiality/data protection
12.1 The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the completion of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
2.2 In accordance with § 33 of the Federal Data Protection Act, we point out that data arising in connection with the business relationship will be stored in files.
13. code of conduct
We maintain business relations exclusively with companies that are prepared to submit to the same ethical principles that apply to the Nolte Group. The supplier undertakes to comply with the "Code of Conduct of the Nolte Group" and to fulfill all obligations arising from this Code of Conduct. If the supplier fails to do so and we lose a customer as a result, the supplier shall compensate us for the resulting damage.
14 Place of performance, place of jurisdiction and applicable law
14.1 The place of performance for our payments is our registered office.
14.2 The place of performance for deliveries by the supplier shall be our registered office or the place to which the supplier is to deliver according to the content of our order. The supplier shall bear the risk of delivery until acceptance of the goods by us or our authorized representative at the place of destination (DAP according to Incoterms 2010).
14.3 The exclusive place of jurisdiction for all disputes between the supplier and us arising from or in connection with this contract shall be our place of business or, at our option, the supplier's place of business, depending on the amount in dispute.
14.4 All legal relationships between the Supplier and us arising from or in connection with our business relationship shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.