General purchasing conditions of Forma Baumgarten KG (GmbH & Co) Postfach 1 60, 27620 Bad Bad Bederkesa
1. General - Scope
1.1
Our purchasing conditions apply exclusively; we do not recognize any conditions of the supplier that conflict with or deviate from our purchasing conditions, unless we have expressly agreed to their validity in writing. Our purchasing conditions also apply if we accept the supplier's delivery without reservation despite knowing that the supplier's conditions conflict with or deviate from our purchasing conditions.
1.2
All agreements made between us and the supplier for the purpose of executing this contract must be set out in writing in this contract. Any additional conditions or contractual clauses introduced by the seller are deemed to be rejected as long as the buyer has not agreed to these additional conditions in writing.
1.3
Our purchasing conditions only apply to merchants.
1.4
Our purchasing conditions also apply to all future business with the supplier.
2. Offer - offer documents
2.1
The supplier is obliged to accept our order within a period of 2 weeks.
2.2
We reserve ownership and copyright to images, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They may only be used for production based on our order; after the order has been processed, they must be returned to us without request. They must be kept secret from third parties.
3. Prices - payment terms
3.1
The price stated in the order is binding.
3.2
Unless otherwise agreed in writing, the price includes delivery "free of charge", including packaging. The return of the packaging requires a special agreement.
3.3
The statutory VAT is included in the price.
3.4
We can only process invoices if they - in accordance with the specifications in our order - state the order number stated there; the supplier is responsible for all consequences arising from non-compliance with this obligation.
3.5
Payment and delivery should be made in the manner and at the time agreed by the parties in the individual case. Unless otherwise agreed in writing, we will pay the purchase price within 14 days of delivery and receipt of the invoice, with a 3% discount, or within 60 days of receipt of the invoice net.
3.6
We are entitled to set-off and retention rights to the extent permitted by law.
4. Delivery time
4.1
The delivery time specified in the order is binding.
4.2
The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the agreed delivery time cannot be met.
4.3
In the event of a delay in delivery, we are entitled to the statutory claims. In particular, we are entitled to demand compensation instead of performance and to withdraw from the contract after the fruitless expiry of a reasonable grace period.
5. Transfer of risk - documents
5.1
Unless otherwise agreed in writing, delivery must be made "free of charge".
5.2
The supplier is obliged to state our order number exactly on all shipping documents and delivery notes; if he fails to do so, delays in processing are unavoidable, for which we are not responsible.
6. Defect investigation - claims/rights
6.1
We are obliged to check the goods for any deviations in quality or quantity within a reasonable period of time; the complaint is timely if it is received by the supplier within a period of 3 working days.
6.2
We are entitled to the statutory claims for defects in full; regardless of this, we are fundamentally entitled to demand that the supplier remedy the defect or provide a replacement delivery at our discretion. In this case, the supplier is obliged to bear all expenses required for the purpose of remedying the defect or providing a replacement delivery. The right to compensation, in particular compensation instead of performance, is expressly reserved.
6.3
The warranty period is 36 months, calculated from the transfer of risk.The warranty period is 36 months, calculated from the transfer of risk.
7. Product liability – indemnification – liability insurance cover
7.1
If the supplier is responsible for product damage, he is obliged to indemnify us against third-party claims for damages upon first request, provided that the cause lies within his sphere of control and organization and he is himself liable in external relations.
7.2
Within this framework, the L The supplier is also obliged to reimburse any expenses in accordance with §§ 683, 670 BGB that arise from or in connection with a recall campaign carried out by us, unless the claim arises from §§ 830, 840 BGB in conjunction with §§ 426, 254 BGB. We will inform the supplier about 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.
7.3
The supplier undertakes to maintain product liability insurance with a flat-rate cover of € 10 million per personal injury/property damage; if we are entitled to further claims for damages, these remain unaffected.
8. Property rights
8.1
The supplier guarantees that no third party rights within the Federal Republic of Germany are violated in connection with his delivery, unless he proves that he is not responsible for the breach of duty.
8.2
If a third party makes a claim against us for this reason, the supplier is obliged to indemnify us against these claims upon first written request; we are not entitled to make any agreements with the third party without the supplier's consent, in particular to conclude a settlement.
8.3
The supplier's indemnification obligation refers to all expenses that we necessarily incur as a result of or in connection with the claim by a third party.
9. Retention of title - provision - tools - confidentiality
9.1
If we provide parts to the supplier, we retain ownership of them. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of our item to the other processed items at the time of processing.
9.2
If the item provided by us is inseparably mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the reserved item 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 transfers joint ownership to us on a pro rata basis; the supplier holds sole ownership or joint ownership for us.
9.3
We retain ownership of 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 their new value at his own expense against fire, water and theft damage. He is obliged to carry out any necessary maintenance and inspection work in a timely manner at his own expense. He must notify us of any malfunctions immediately; if he culpably fails to do so, claims for damages remain unaffected.
9.4
The supplier is obliged to keep all images, 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 also applies after the execution of this contract; it expires if and to the extent that the manufacturing knowledge contained in the images, drawings, calculations and other documents provided has become generally known.
10. Further provisions
10.1
This agreement replaces all previous agreements made by the parties in these business areas beforehand, either verbally or in writing: previous agreements become ineffective upon signing these General Terms and Conditions of Purchase.
10.2
The rights arising from this connection may not be assigned by either contracting party without the written consent of the other party.
11. Place of jurisdiction - choice of law
11.1
This agreement is subject to German law. Any legal dispute arising from the business relationship shall be finally settled by an arbitration tribunal, composed of one or more arbitrators and acting on the basis of the arbitration guidelines of the International Chamber of Commerce.
11.2
Instead of appealing to the arbitration tribunal, the buyer is entitled to bring his case before a court of ordinary jurisdiction with substantive and local jurisdiction.