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General terms and conditions of purchase and order
General assembly conditions
General terms and conditions of sale and delivery
General terms and conditions of purchase and order
These terms and conditions are an integral part of all contracts concluded with our suppliers and other contractors (both hereinafter collectively referred to as "the Supplier"). Deviating agreements, in particular conflicting terms and conditions of the Supplier as well as collateral agreements, require our express consent in order to become part of the contract. These terms and conditions shall also apply if we conclude contracts with suppliers on behalf of and for the account of third parties.
1. Offer and conclusion of contract
1.1 The supplier shall submit binding offers to us free of charge. In his offers, he must adhere to our enquiry/tender with regard to quantities, quality, design, assembly, etc. and point out any deviations in writing.
1.2 Orders are only binding for us if we have placed them in writing (also by fax or e-mail).
2. Prices
2.1 All prices are fixed prices excluding VAT.
2.2 The prices agreed with the supplier include the remuneration for all deliveries and services transferred to the supplier (including any necessary certificates, drawings, evaluations etc. in German and English) and are free to the place of use specified by us.
2.3 We shall only remunerate deliveries and services that are not covered by the contract concluded with the supplier if we have placed an order for these deliveries and services with the supplier in writing prior to delivery/start of work. If our order does not contain any information on prices, the supplier's remuneration shall be based on the additional or reduced costs, determined according to the prices of the original contractual performance. If no agreement can be reached, the price shall be determined by means of customary and appropriate comparative values.
3. Dates and deadlines
3.1 Delivery and completion dates must be strictly adhered to. The agreed delivery periods shall commence upon conclusion of the contract.
3.2 If the supplier realises that a deadline/period will be exceeded, he must inform us immediately of the reason and the expected duration of the delay.
3.3 In the event of a delay in delivery, we shall be entitled to the statutory claims and rights without any restriction (in particular exclusions and limitations of liability), without prejudice to the following clause 4.
3.4 The supplier shall store materials/goods owned by us or other materials/goods provided by us for us free of charge in the customary manner and - if they are our property - label them as such.
4. Contractual penalty
4.1 If the supplier exceeds the delivery date agreed with him as a result of delay, he shall pay us a contractual penalty of 0.1% of the net contract price for each working day that the delivery date is exceeded. The contractual penalty shall be limited to a maximum of 5% of the net contract price.
4.2 The reservation of the contractual penalty may be asserted until the final payment. Payment of the contractual penalty shall not release the supplier from the fulfilment of its contractual obligations or from any further obligations to pay damages - in particular from default.
5. Packaging, dispatch, acceptance/acceptance and transfer of risk
5.1 Delivery items are to be sent to the place of use specified by us. There the risk of accidental loss or accidental deterioration shall pass to us (or to the third party in whose name and for whose account we order). If the shipment is made at our expense and risk due to a deviating agreement, the supplier must notify us of the shipment in good time so that we can take out appropriate transport insurance.
5.2 On the day of dispatch of each consignment, the supplier shall send us a dispatch note (in duplicate) stating our order number and the item number of our order, the quantity and the exact description of the goods. The supplier must enclose a delivery note with the same details with each consignment; the individual parts of each consignment must be labelled with the description of the goods. If the delivery note is missing or contains incomplete or incorrect information, we shall be entitled to refuse acceptance of the consignment at the supplier's expense. The above shall apply accordingly if and insofar as technical test and acceptance certificates are not enclosed with the respective consignment.
5.3 The supplier must announce all deliveries at least 48 hours in advance in writing or by e-mail. They will only be accepted at the place of use specified by us during normal business hours.
5.4 The Supplier shall insure the parts completed for the respective contract and made available for collection against accidental destruction (in particular by fire and theft), accidental and culpable deterioration at its own expense until the transfer of risk to us (cf. clause 5.1) at the replacement value.
5.5 Machines, systems or similar whose contractual condition can only be determined after completion or commissioning of a subsequent plant shall only be accepted by us after successful installation and commissioning and, if applicable, acceptance by the competent authorities (e.g. classification society, SBG, DOT, etc.).
5.6 The values determined by us during the incoming goods inspection shall be decisive for invoicing according to quantities, dimensions and weights.
5.7 If we have agreed with the supplier that the shipment is not to be made to us but to a third party, the supplier must provide us with evidence of the shipment to the third party in a suitable form (receipt or similar).
5.8 We are not obliged to accept partial, excess or short deliveries that have not been agreed.
5.9 We may refuse to accept delivery items and services if an event of force majeure or other circumstances beyond our control (including labour disputes) make it impossible or unreasonable for us to accept the delivery items or services.
6. Provisions, documents and accident prevention
6.1 The supplier shall be liable for the loss of or damage to materials etc. provided to him. In the event of loss, damage or defectiveness of materials provided by us, the supplier must immediately interrupt processing and notify us of this immediately in writing or by e-mail.
6.2 Items provided by us (materials, substances, etc.) shall be treated and processed on our behalf and shall remain our property at every stage of treatment and processing. In the event of processing with other items not belonging to us, we shall be entitled to co-ownership of the newly manufactured item in the ratio of the value of our provision to the value of all items used in the manufacture and the supplier's expenses for their processing. In this respect, the supplier shall store the newly manufactured item for us free of charge. The above sentences shall apply accordingly if our ownership is lost through mixing, blending or combining.
6.3 All documents and data that we make available to the supplier may only be used by the supplier to process the offer and to fulfil the ordered delivery/service. The supplier must store them carefully and protect them from access by third parties (confidentiality). They shall be returned to us - together with all copies or duplicates - immediately and without request after our enquiry has been dealt with or after the delivery/service ordered has been carried out.
6.4 The supplier shall ensure that it only supplies items that are not made of materials that are harmful to health. The supplier shall strictly observe the accident prevention and other safety regulations applicable at our premises. This applies in particular to smoking bans, prohibitions on carrying out "fire work" (burning and welding), protective measures when handling, processing and removing asbestos and materials containing asbestos. If and insofar as this is necessary, the Supplier's employees shall wear suitable protective work clothing; if necessary, other necessary precautions shall also be taken. The supplier shall oblige any subcontractors engaged by it accordingly.
7. Invoices and payments
7.1 The supplier shall submit to us original invoices for each order separately in quadruplicate after performance of the contractual service, stating the order number with date, the cost unit/account and the commission number - issued in a verifiable form. Value added tax must be shown separately.
7.2 Payment claims of the Supplier against us shall be due for payment 30 days after the contractual completion of its services and - insofar as the production of a work is concerned - the acceptance of its services as well as proper invoicing in accordance with clause 7.1 above. If the supplier delivers/performs prematurely, the expiry of the 30-day period shall commence at the earliest on the contractually agreed delivery or completion date.
7.3 If payment is made within 8 days of receipt of the invoice by us, we shall be entitled to deduct a 3% discount from the respective invoice amount and if payment is made within 15 days of receipt of the invoice by us, we shall be entitled to deduct a 2% discount from the respective invoice amount.
7.4 Advance and instalment payments can only be claimed by the Supplier if this has been expressly agreed.
8. Offsetting and retention
8.1 Offsetting by the supplier with counterclaims against us is only permissible insofar as these claims are undisputed, legally established or ready for judgement (proven).
8.2 The Supplier shall only be entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.
9. Defects and breach of duty
9.1 The supplier warrants that the delivery item/service has the quality agreed with us, corresponds to the state of the art in science and technology at the time of acceptance/acceptance and that the delivery item/service is not subject to any circumstances which cancel or reduce its value or suitability for the normal use or the use assumed in accordance with the contract concluded with us. Furthermore, the supplier warrants that the use of the goods/services does not infringe the rights of third parties, in particular patents or other industrial property rights.
9.2 If the object of performance/delivery is defective or does not comply with the contract for other reasons, we shall be entitled to the statutory claims and rights - without any restriction (in particular limitations and exclusions of liability) - subject to the proviso that the period for giving notice of defects pursuant to Section 377 of the German Commercial Code (HGB) is at least eight working days. In the case of hidden defects, in particular those which only become apparent during processing or commissioning of the delivery item, the period for giving notice of defects shall only commence upon their discovery.
9.3 The limitation period for material defects and defects of title shall be governed by the provisions of the German Civil Code (BGB) with the proviso that the periods specified therein are extended by six months.
9.4 In the event of subsequent performance, the Supplier shall also bear those additional expenses, in particular transport, travel, labour and material costs, which have arisen due to the fact that the object of the service/delivery has subsequently been taken to a place other than the place of performance, insofar as the transfer corresponds to the intended use of the object of the delivery/service.
9.5 Insofar as we have checked the installation dimensions and the general technical specifications on the basis of drawings sent to us and have approved a sample of the delivery item for series production, this shall not release the supplier from the contractual fulfilment of the obligations incumbent upon it. In particular, our inspection does not extend to sufficient dimensioning and the correct selection of the materials used.
9.6 Our authorised representatives and those of our customers shall be entitled to inform themselves at the supplier's premises during the supplier's operating hours of the contractual performance by the supplier, to participate in the supplier's own inspections or to carry out inspections themselves. Costs for repeat inspections caused by previously identified defects shall be borne by the supplier.
9.7 The Supplier warrants the supply of spare parts for the delivery/service items at standard market conditions and prices at least for the duration of the normal service life of the respective delivery/service item.
10. Liability, indemnification and liability insurance cover
10.1 Claims for damages and reimbursement of expenses (hereinafter collectively referred to as "claims for damages") of the supplier against us, regardless of the legal grounds, are excluded, unless they are based on the provisions of the Product Liability Act, an intentional or grossly negligent breach of contractual or statutory obligations by us, damage to health or bodily injury to the supplier as a result of a breach of duty for which we are responsible, the assumption of a guarantee for the existence of a property or the breach of essential contractual obligations by us. Material contractual obligations are those obligations whose fulfilment is essential for the proper performance of the main obligations incumbent on us and on whose compliance the supplier may regularly rely. In the event of a breach of material contractual obligations, the supplier's claim for damages against us shall be limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence, liability for damage to health or bodily injury or due to the assumption of a guarantee for the existence of a property by us. Damage that is essential to the contract/foreseeable is the damage that can typically be expected to occur on the basis of the breach of the respective essential contractual obligation. A breach of duty by us is equivalent to a breach of duty by our legal representative or vicarious agent. The above provisions do not imply a reversal of the burden of proof to the detriment of the supplier.
10.2 Should we be held liable for damages by third parties due to a product defect, the supplier shall indemnify us against these claims if and to the extent that the damage was caused by the raw materials, sub-products delivered by the supplier or by the services provided by the supplier. The supplier is also obliged to reimburse us for any expenses and damages arising from or in connection with a recall action carried out by us. As far as possible and reasonable, we shall inform the supplier of the content and scope of the recall measures to be carried out and give him the opportunity to comment. The supplier's liability in accordance with the statutory provisions shall remain unaffected.
10.3 The supplier shall maintain at its own expense a product liability insurance with a minimum coverage of EUR 2.5 million per personal injury/property damage - lump sum - as well as a public liability insurance with a coverage of at least EUR 500,000.00 for property damage and at least EUR 100,000.00 for processing damage (including the so-called "ship clause"). The supplier shall submit a corresponding confirmation from its insurer to us before the start of delivery or performance.
11. Industrial property rights
The supplier is responsible for ensuring that no third-party rights are infringed in connection with his delivery/service. If claims are asserted against us by a third party in this respect, the supplier shall be obliged to indemnify us against such claims upon written request. The supplier's obligation to indemnify relates to all expenses and damages incurred by us from or in connection with the claim by this third party.
12. Subcontractors
12.1 The supplier may only engage subcontractors to fulfil its contractual obligations towards us with our consent. The involvement of subcontractors shall not release the supplier from its obligations towards us.
12.2 When awarding contracts to subcontractors, the Supplier shall ensure that the subcontractors also grant us the right to information and to carry out inspections to the extent specified in Clause 9.6.
12.3 The supplier guarantees that it will comply with the provisions of the Minimum Wage Act. He shall indemnify us on first demand against all claims of third parties resulting from non-compliance with the Minimum Wage Act. Furthermore, the supplier guarantees that he will obligate the subcontractors commissioned by him to comply with the Minimum Wage Act accordingly, that he will monitor compliance by them on his own responsibility and that he will be liable to us for all costs, damages and expenses resulting from non-compliance with this guarantee.
13. Data protection
The supplier agrees that we may store the data of the supplier and the individual contracts required for processing the orders within the framework of the business relationship in accordance with the statutory provisions and process this data in accordance with the statutory provisions.
14. Place of fulfilment, place of jurisdiction, translations and applicable law
14.1 The place of fulfilment for all deliveries/services to be provided by the Supplier shall be the place of use specified by us.
14.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between us and the supplier - including those arising from documents, bills of exchange or cheques - shall be the local/regional court responsible for Bremerhaven. However, we shall remain entitled - at our discretion - to sue the supplier before the courts having jurisdiction for its place of business.
14.3 The law of the Federal Republic of Germany shall apply, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
14.4 In the event of translations of these Terms and Conditions into a language other than German, only the German version of these General Terms and Conditions shall prevail in the event of interpretation doubts and/or gaps in these Terms and Conditions.
15. Partial invalidity
If individual provisions of a contract concluded with the supplier, of which these General Terms and Conditions of Purchase and Ordering are an integral part, are or become invalid, this shall not affect the validity of the remaining provisions of that contract. Instead of the invalid provision, we shall agree with the supplier on a provision that comes as close as possible to the purpose of the invalid provision in a legally effective manner.
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