§ 1 General - Scope
- Our conditions for purchasing apply exclusively; we do not recognise any conflicting or deviating conditions of the Supplier unless we have expressly agreed to their validity in writing. Our Terms and Conditions for Purchasing also apply if we unconditionally accept the Supplier‘s delivery in the knowledge that the Supplier’s terms and conditions conflict with or deviate from our Terms and Conditions for Purchasing.
- All agreements made between us and the Supplier for the purpose of executing this Contract must be set out in writing in this Contract.
- Our Terms and Conditions for Purchasing apply only to entrepreneurs within the meaning of § 310 sub-paragraph 1 BGB (German Civil Code).
- Our Terms and Conditions for Purchasing also apply to all future transactions with the Supplier
§ 2 Offer - Offer documents
- The Supplier is obliged to accept our order within a period of 2 weeks.
- We reserve the right of ownership and copyrights to illustrations, drawings, calculations and other documents; They must not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; After completiaon of the order, they must be returned to us unsolicited. They are to be kept confidential from third parties, insofar as the provision of § 9 (4) applies in addition.
§ 3 Prices - Payment terms
- The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery „free domicile“, including packaging. Return of the packaging requires a special agreement.
- The statutory value added tax is not included in the price.
- We are only able to process invoices if they - in accordance with the specifications in our order - indicate the order number given there; the Supplier is responsible for all consequences of non-compliance with this obligation unless it can prove that it is not responsible for them.
- Unless otherwise agreed in writing, we pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with 3% discount, or the net amount within 30 days after receipt of invoice.
- We are entitled to set-off and retention rights to the extent permitted by law.
§ 4 Delivery time
- The delivery time specified in the order is binding.
- The Supplier is obliged to notify us immediately in writing if circumstances occur or become apparent to it, from which it emerges that the required delivery time cannot be met.
- In case of default of delivery, we are entitled to the legal claims. In particular, after expiry of a reasonable deadline, we are entitled to claim damages instead of performance and demand cancellation of the Contract. In the case we claim damages, the Supplier has the right to prove to us that the latter is not responsible for the breach of duty.
§ 5 Transfer of risk - Documents
- Unless otherwise agreed in writing, the delivery is free domicile.
- The Supplier is obliged to indicate exactly our order number on all shipping documents and delivery notes; if the latter fails to do so, we are not responsible for delays in processing.
§ 6 Inspection of defects - liability for defects
- We are obliged to visually inspect randomly sampled goods for any quality or quantity deviations within a reasonable period of time; the notice of defects is deemed to be timely, provided that it is received by the Supplier within a period of 10 working days, calculated from receipt of the goods or in case of hidden defects as of discovery.
- We are entitled to the statutory warranty claims in full; in any case, we are entitled to demand from the Supplier, at our discretion, either rectification of the defect or delivery of a new item. The right to compensation, in particular for damages in lieu of performance, is expressly reserved.
- We are entitled to remedy the defect ourselves at the expense of the Supplier if there is a risk of delay or if special urgency exists.
- The limitation period is 36 months, calculated from the transfer of risk.
§ 7 Product Liability - Indemnification - Liability Insurance
- Insofar as the Supplier is responsible for product damage, the latter is obliged to indemnify us upon first request against claims for damages by third parties to the extent that the cause lies within its sphere of control and organisation and the latter is itself liable in relation to third parties.
- In the context of its liability for claims within the meaning of paragraph 1, the Supplier is also obliged to reimburse any expenses in accordance with §§ 683, 670 BGB (German Civil Code) or §§ 830, 840, 426 BGB arising out of or in connection with a recall campaign carried out by us. We will inform the Supplier to the extent possible and reasonable with regard to the content and extent of the recall measures to be carried out and give it the opportunity to comment. Other legal claims will not be considered.
- The Supplier undertakes to maintain product liability insurance with sufficient - lump sum - coverage for personal injury/property damage for the duration of this Contract, i.e. until expiry of the respective defect limitation period; if we are entitled to extensive claims for damages, these remain unaffected.
§ 8 Intellectual property rights
- The Supplier guarantees that, by its delivery, no third party rights within the Federal Republic of Germany will be violated in connection with or as a result of the delivery.
- If claims are made against us by a third party, the Supplier is obligated to indemnify us against these claims upon first written request; we are not entitled to make any agreements, in particular, to conclude a settlement, with the third party without the consent of the Supplier.
- The indemnification obligation of the Supplier applies to all expenses that necessarily accrue to us from or in connection with the claim by a third party.
- The limitation period for these claims is 10 years, beginning with the conclusion of the respective contract.
§ 9 Retention of Title - Provision - Tools - Confidentiality
- If we provide parts to the Supplier, we reserve the right of ownership. Processing or transformation by the Supplier is performed for us. If our goods subject to retention of title are processed with other items not belonging to us, we acquire co-ownership of the new item in the proportion of the value of our goods to the other processed items at the time of processing.
- 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 proportion of the value of the retained 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 deemed to have been agreed that the Supplier assigns co-ownership to us on a pro rata basis; the Supplier keeps the sole property or co-owned property for us.
- For tools, we reserve the right of ownership; the Supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The Supplier is obliged, at its own expense, to insure the tools belonging to us at replacement value against fire, water and theft. At the same time, the Supplier hereby assigns all compensation claims from this insurance to us, and we hereby accept this assignment. The Supplier is obliged to carry out any necessary maintenance and inspection work on our tools, as well as all maintenance and repair work at its own expense and in good time. The latter must notify us of any incidents immediately; if the Supplier culpably fails to do so, claims for damages remain unaffected.
- The Supplier is obliged to keep all illustrations, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The obligation of confidentiality also applies after completion of this Contract; it expires if and insofar as the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
- Insofar as the security rights to which we are entitled in accordance with paragraphs 1 and/or 2 exceed the purchase price of all our unpaid goods subject to retention of title by more than 10 %, we are obliged to release the security rights at our discretion at the request of the Supplier.
§ 10 Force majeure
- Force majeure, industrial disputes, riots, official measures and other unforeseeable, unavoidable and serious events shall release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the affected contractual partner is in default. The contractual partners are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
§ 11 Legal venue - Place of performance
- If the Supplier is a merchant, our place of business is the legal venue; however, we are entitled to sue the Supplier at the court in its place of residence. Unless otherwise stated in the order, our place of business is the place of performance. Only the law of the Federal Republic of Germany applies. The provisions of the Uniform Law on the International Sale of Goods and the Law on Conclusion of Contracts for the International Sales for Goods are expressly excluded.
REMIS GmbH • Mathias-Brüggen-Str. 67-69 • 50 829 Cologne
Tel. +49 (0)221/ 7 88 80 - 0 • Fax +49 (0)221/ 7 88 80 - 249
www.remis.de • firstname.lastname@example.org