General conditions of purchase of the company hesotec electrify gmbh
§ 1 General conditions of purchase of the company hesotec electrify gmbh
Hesotec elctrify gmbh (hereinafter AG) orders exclusively on the basis of these General Conditions of Purchase. Deviating terms and conditions of the contractor (hereinafter AN) are hereby expressly contradicted, other conditions of the contractor are not part of the contract, even if the AG does not expressly contradict them. The unconditional acceptance of services, even with their payment, does not constitute acceptance of the GTC of the AN.
The following General Terms and Conditions of Purchase also apply to future delivery transactions within the framework of the current business relationship.
§ 2 Orders / placing of order
- Orders of the client must be in writing and can be delivered by post, fax or e-mail at the discretion of the customer; only orders placed in writing are legally binding. Orders placed orally or by telephone require the subsequent written confirmation in order to be valid. The same applies to verbal collateral agreements and changes.
- The contractor is obliged to accept orders of the client also in text form and to declare the acceptance to the client within 5 working days. After expiry of this period, the client is entitled to a free revocation.
- The transfer of orders to third parties without the written consent of the AG is inadmissible and entitles the AG to withdraw wholly or partly from the contract and to demand compensation, as far as it is not merely a supply of marketable parts.
§ 3 Prices and payment
- The agreed prices are fixed prices and binding and exclude additional claims of any kind. If an order confirmation by the Contractor contains deviating prices for the order, this shall be deemed a new contract offer which, to be valid, requires the written acceptance of the Principal, which can be delivered within 8 days. The prices are to be understood "free domicile" including packaging, unless deviating written agreements have been made. Additional costs due to a non-compliance with the shipping instructions shall be borne by the contractor. Additional costs for an accelerated carriage, which may be necessary to comply with a delivery date, shall be borne by the contractor. If transport costs are agreed upon by the AG, the most cost-effective shipping method is to be selected, if the order does not state otherwise, under which the goods can arrive punctually under normal conditions.
- Unless otherwise agreed in writing, the Purchaser pays the purchase price within 14 days of delivery and receipt of a proper, correct and verifiable invoice, with 3% discount within 10 days or within 30 days net.
- In the case of faulty delivery / service, the customer is entitled to withhold the payment pro rata until proper fulfillment. Payments do not constitute an acknowledgment of the claim, the price or the quality of the goods or services as being in accordance with the contract.
§ 4 Material supplies
- Supplies of materials remain the property of the AG and are free of charge to store, designate, manage and discard separately. The exclusive use is bound to the order for which the material is provided. In the event of impairment or loss, the costs shall be borne by the Contractor or compensation of the same type and quality. This also applies to the invoiced release of order-based material.
- Processing or transformation of the material takes place for the AG. The AG immediately becomes the owner of the new or transformed thing. If this is not possible for legal reasons, then the AG and the AN agree that the AG becomes the owner of the new object at any time during processing or transformation. The contractor keeps the new item free of charge for the client with the care of a prudent businessman.
§ 5 Delivery times
- The agreed delivery dates are binding. Advance deliveries or partial deliveries are only permitted with the consent of the customer. If deadlines or delivery dates can not be met by the contractor, the contractor will be in default without warning.
- The contractor is obliged to inform the client in writing without delay, stating the reasons and the expected duration of the delay, if circumstances occur or become apparent to the contractor, which indicates that an agreed deadline can not be met.
- In the event of default in delivery, the customer shall be entitled to statutory claims, in particular the claim for inconsequential expiry of a reasonable period of grace set by the AG at the discretion of the AG to demand compensation for non-performance or to procure replacement for the AG from third parties at cost-free or by Contract to resign. Further legal rights remain unaffected.
- In the event of default by the Contractor, the Principal shall not be entitled to a contractual penalty of 0.2% of the net order value per working day on which the delay exists, but not exceeding 5% of the net order value to demand.
- If delivered earlier than agreed, the client reserves the right to return the goods at the expense of the contractor. If no return is carried out, the goods delivered in good time are stored at AG at the expense and risk of the contractor until the agreed delivery date. In the event of early delivery, the AG reserves the right to make the payment on the agreed due date.
§ 6 Confidentiality
- The Contractor may not disclose any confidential information, drawings, tools, models and standard sheets u. without the written consent of the AG for other than the agreed purposes use or make it accessible to third parties. They must be stored free of charge, secured against unauthorized inspection or use, maintained and insured against damage and loss. Subject to further rights, the AG may demand their surrender if the contractor violates these obligations. Any documents and tools made available remain the property of the AG.
- After the end of the order, all documents and tools must be returned to the client without being requested. Digitally provided documents, documents and drawings must be verifiably deleted.
- The contractor must treat the contract confidentially. The Contractor and the AG undertake to treat all non-public commercial or technical details, which become known to them through the business relationship, as business secrets. Subcontractors must be obliged to do so.
§ 7 Modification of Terms
The client may demand changes to the delivery item or the agreed service even after the conclusion of the contract, insofar as this is reasonable for the contractor. Any change in the contract must take due account of the impact of both parties, especially with regard to the additional or reduced costs and the delivery dates.
§ 8 Warranty / Liability for defects
- The contractor guarantees that all deliveries / services are free from material and legal defects. In particular, the AN assures that the delivered goods / services at the time of delivery are free from third-party rights and free from material defects and comply with the current state of the art, the applicable laws / regulations, protection and accident prevention regulations and the relevant technical quality assurance standards / standards.
- An inspection of incoming goods takes place by the client only with regard to externally visible damage and externally recognizable deviations from identity and quantity. Such defects are reported immediately by the AG. The AG reserves the right to carry out a further incoming goods inspection. In addition, the AG complains of defects as soon as they are determined according to the circumstances of the proper course of business. In this respect, the Contractor waives the objection of the delayed notice of defects for all defects reported within a period of 3 days from their discovery.
- Deficiencies in the delivery / service during the warranty period, including non-fulfillment of guaranteed quality, must be remedied by AN within a reasonable period of time and free of charge, including all incidental costs, at the discretion of the AG by repair or replacement of the defective parts. The AG reserves the right to redelivery of a defect-free product or a defect-free work.
The subsequent performance is to be carried out immediately and causes a new beginning of the statute of limitations, unless the extent, duration and / or costs of the supplementary performance do not imply recognition of the Nacherfüllungspflicht by the contractor. In the case of a justified notice of defects, the limitation period is extended by the period of time between notice of defect and removal of the defect. In the case of remedy of defects, the contractor is obliged to bear all expenses necessary for the remedy of the defect, in particular transport, travel, labor and material costs. The same applies with regard to the claims of the customer according to & sect; 439 para. 3 BGB. This also applies insofar as the expenses increase as a result of the purchase item having been moved to a location other than the place of performance. In addition, the AG has legal claims.
- If the Contractor fails to fulfill his obligation of subsequent performance within a reasonable deadline set by the AG, the Client may himself take the necessary measures at the expense and risk of the Contractor, without prejudice to his warranty obligation.
In urgent cases, the client may, after consultation with the contractor, carry out the rectification himself or have it carried out by a third party. In particularly urgent cases in which it is no longer possible to inform the contractor of the defect and the threat of damage and to provide him with a short-term remedy, the shortcomings on the part of the client may be in the interest of undisturbed Production is eliminated without prior consultation and the necessary expenses are charged to the contractor; The same applies if unusually high damages threaten.
- The limitation period for warranty claims is 36 months, calculated from the transfer of risk. As far as the AG against the AN according to & sect; 478 BGB, the limitation period for claims of the AG due to the lack of a newly manufactured item sold to the purchaser of the AG shall not commence until 6 months after the date on which the AG has fulfilled the claims of the purchaser of the AG. If the client is charged with infringement of official regulations or due to domestic or foreign product liability regulations or laws due to a defectiveness of his services / products that can be traced back to services / products of the contractor, the client shall be entitled to demand compensation from the contractor for this damage insofar as this was caused by the services / products delivered by the contractor. This damage also includes the costs of a precautionary recall. The Contractor will insure himself against all risks arising from product liability, including the recall risk, in an appropriate amount and submit the insurance policy to the Client for inspection upon request.
§ 9 Property rights
- The Contractor guarantees that all deliveries / services are free from third-party property rights and, in particular, that patents, licenses or other proprietary rights of third parties are not infringed by the delivery and use of the delivery / service items.
- If the client is claimed by a third party, the contractor is obliged to indemnify the client and its customers against third-party claims arising from any infringement of intellectual property rights. The contractor bears all costs incurred by the client in this regard. The client is entitled, at the expense of the contractor with the third party, without the consent of the Contractor, to effect the authorization to use the relevant delivery items and / or services by the entitled party.
- The period of limitation is 10 years, calculated from the conclusion of the contract.
§ 10 Retention of title
Retention of title rights and other security rights, no matter in what form, what content, what effect and scope, does not recognize the AG in principle and hereby expressly contradicts this.
§ 11 Import and export regulations
- The contractor ensures that the export legislation of his country is not violated by the agreed delivery / service. The contractor shall indemnify the client against all legal violations that affect specific state law.
- For deliveries and services from an EU country outside Germany, the sales tax identification number (UID No.) must be indicated.
- Imported goods are cleared to deliver. The contractor is under an obligation to provide explanations and information required under Regulation (EC) No 1207/2001 at its own expense, to allow for checks by the customs authorities and to provide the necessary official confirmations.
§ 12 Applicable law
Legal disputes arising from the contract as well as the entire legal relationship between the contractor and the AG are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention, the other International Sales Law and the provisions of the Hague Convention on International Sales Contracts.
§ 13 Jurisdiction / place of performance
- For all disputes arising indirectly or directly from the contractual relationship, the place of jurisdiction is exclusively Dinslaken. This also applies to bills of exchange and checks. However, the AG is entitled to sue the AN at its place of jurisdiction.
- Place of performance for the delivery obligations of the contractor is the shipping address or place of use desired by the customer, for all other obligations on both sides the place of business of the customer, unless expressly agreed otherwise.
§ 14 Severability clause
Should individual provisions of these General Conditions of Purchase be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The Contractor and the AG undertake to replace an ineffective provision by one which comes closest to the economic purpose of the ineffective provision and is effective.
This does not apply to ineffectiveness for violation of Section 2 of the Second Book of the Civil Code with the title "Design of contractual obligations by general terms and conditions". In this case the legal regulation applies, as far as no additional contract interpretation for the purpose of the gap filling is offered.