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Purchasing Terms
1. Order
Our General Terms and Conditions are based on the Terms and Conditions of Purchase which shall apply exclusively. This is also valid if, in the course of the business transactions with the supplier, orders are placed without using the order form provided. Telephone orders can be placed but are subject to validity of these Purchasing Terms and Conditions.
2. Order confirmation
Upon acceptance of order in writing, the present Terms and Conditions are exclusively valid. Any other conditions made by the supplier do not apply to the present contract. The restrictions of warranty performance obligations shall not be valid and are hereby expressly excluded.
3. Delivery
The delivery period stated in the order is binding for the supplier. Should the supplier fail to meet the delivery date, this constitutes a breach of the contract. No notice shall be required in relation to the delivery date agreed upon by the parties. Should the supplier realise that he is unable to meet the agreed delivery date, he must provide us with immediate notification. This notification must be provided as soon as the supplier learns that he is unable to meet the agreed delivery date. However, this notification shall not constitute a defence to the aforementioned contract. In the event that the supplier defaults with regard to delivery on the agreed upon delivery date, the supplier shall be liable for any contractual damages which we may incur from any and all third parties due to the supplier`s breach of the contract.
4. Delivery note
Shipments from the supplier shall contain the delivery note (packing slip). These documents shall precisely state all order numbers and any other labelling required in our order. The supplier shall observe all packing and dispatch instructions. Failure to observe and comply with the instructions shall constitute a breach of the contract and the supplier shall be liable for any contractual damages sustained by us (i.e. costs to be covered), as well as contractual damages sustained by us from third parties with whom we have a contract.
5. Delivery delays
Should it become evident to the supplier that he will fail to comply with the agreed delivery date; the supplier shall immediately notify us in writing as well as by telephone and fax. The parties (buyer and supplier) may agree upon alternate and/or other terms in order to ensure the contractual obligations with third parties. Again, failure to meet the delivery date shall constitute a breach of contract and the supplier shall be liable to us for any and all contractual damages which are incurred by us. Additional costs, such as a larger work force or staff assignment or a greater or lesser degree of material usage which may occur as a result of the supplier’s efforts to fulfil the contract in due time shall not entitle the supplier to additional payment for these efforts. In the event of a default of the supplier’s delivery the buyer shall be entitled to partially or fully withdrawn from the contract. Acts of god and / or other unforeseen circumstances shall not constitute defence of breach of the contract with regard to delivery of the ordered supplies.
6. Insurance
The supplier shall acquire and maintain insurance on goods ordered by us and the risk of loss shall not pass to the buyer until such goods are stored in buyer’s warehouse.
7. Invoicing
All invoices shall be presented in duplicate at the time of delivery. Only invoices which are issued separately for each order and which indicate the order number as well as the date of the order shall be processed for payment. The payment shall only be made upon delivery of the goods.
8. Terms of payment
Payment will be made with the payment method of our own choice either within 14 days from the date of invoice with deduction of 2% cash discount or within 30 days from receipt of the invoice. Without expressed written agreement, the supplier is prohibited to assign any claims that the supplier may have against us to third parties. Nor shall the supplier have authority to authorise collection from us for such claims.
9. Warranty
Any and all warranties extended shall end 12 months after delivery, unless other terms and conditions have been previously agreed upon by the parties. In such cases, the warranties may end after completion of assembly and/or acceptance of the product. Should disputes arise with regard to warranties, the disputes may be resolved by German Boiler Code. The warranties extended by or on behalf of suppliers shall include all parts manufactured or deliveries made by subcontractors.
10. Processing orders
If the contract refers to the processing, manufacturing or refining of parts provided by ourselves, the supplier does not have a claim to proprietorship of the item. The work performed is undertaken exclusively in our name. In such cases, the supplier shall not be entitled to claim the vendor’s lien nor any other right of retention due to possible claims against the buyer/ourselves. The above terms are also binding should the supplier mix his consignment with parts provided by us in relation to our order or combine the goods.
11. Drawings
Should the supplier be required to produce any drawings, blueprints, models, etc, the ownership rights of any and all such documents or models shall hereby be transferred to the ownership of the buyer without any further agreement.
12. Advertising material
Unless and until the parties have expressly agreed, the supplier shall be prohibited to referring to the buyer or publishing any or all existing business relations with the buyer in advertising of any kind, shape, form or fashion. Nor, shall the supplier be entitled to utilise any parts, documents or models provided by the buyer.
13. Execution
The supplier shall utilise accredited rules, regulations, techniques, and any and all of the most suitable materials in consideration of the terms, conditions and regulations contained within our order. The aforementioned characteristics, terms, conditions and any of the rules contained within the buyer’s order shall be considered to be binding. No terms and conditions agreed upon by the parties shall be considered by any court of jurisdiction to be "incidental" to the contract. While standard trade practices shall be considered in the interpretation of the contract, such practices shall not be deemed to be superior to any or all terms and agreements agreed upon. The customer shall only have the right to weld machine parts in order to remove faults in mould or processing and this is subject to our written agreement. The warranty obligation or liability of supplier, especially for manufacturing correct design, is not restricted by any approval granted by us. Technical modifications are subject to our written approval.
14. General
Any changes to terms, conditions or rules previously agreed upon shall be made in writing. It is expressly noted that informal modification of the written contract shall be prohibited. The place of execution for all parties shall be the location of the buyer’s registered offices. Any or all disputes with regard to the terms and conditions shall be dealt with by the court of jurisdiction responsible for our location. Should separate clauses for any of the aforementioned terms and conditions be found to be illegal or invalid, any and all other such terms agreed upon by the parties shall remain legal and binding. The invalid or illegal clause may be reinterpreted upon agreement by the parties in such a way to ensure the legality, invalidity of the contract.
Terms of sale
1. Validity
Our deliveries, services and offers shall be exclusively executed on the basis of the present terms and conditions. The aforementioned shall be valid for all future business transactions with the customer without the need for further expressed agreement. The aforementioned terms and conditions shall be valid for all transactions between the parties without need of further express agreement. We shall not be subject to any contradictions, contrasts or deviations on the part of the supplier with regard to the contract. Any other actions shall not be binding for the buyer. Should situations arise in which the customer feels that such contrary conditions exist, then the same may be subject to ancillary agreements which must be confirmed in writing.
2. Offer and conclusion of contract
We reserve the right to change any term or condition in this offer and hereby agree that any specially designed offers or orders shall be valid and binding for 30 days from the date of the offers or orders. Any orders accepted and received by us shall be deemed to have been concluded upon receipt of the order confirmation. Any and all ancillary agreements and/or modifications shall only be binding for us if we have confirmed the same in writing. Any and all information on weights, dimensions, drawings illustrations and blueprints as well as any output data shall be without obligations so long as such materials and documents are not subsequently and expressly identified as binding by us. Minor deviations from the construction form colour and equipment as well as the data indicated in the order may remain subject to change upon agreement of the same. Any and all previously mentioned documents, drawings and blueprints as well as any other materials provided by us shall be utilised by the customer only within the scope agreed upon between the parties. Without express consent, the customer is not entitled to copy, distribute or make such materials available to third parties.
3. Prices and payment
Any and all prices named in any or all documentation, contracts, agreements or materials provided by us are expressly noted to be payable in EUROs. While these prices may be paid in other currencies, the currency must be provided in amounts necessary to meet the stated price in EUROs. Statutory value added tax will be charged separately according to valid fiscal regulations. Any or all quoted prices are based upon receipt of the goods or consignments in Aschaffenburg. Goods freight and packing costs will be charged separately for the delivered goods. Our invoices shall be due for immediate payment upon receipt of invoice. In the event of a default of full or partial payment, default interest at a rate of at least 8 % above the ECB base rate apply after the agreed term of payment. Our entitlement to claim higher damages shall remain unaffected.
4. Time of delivery and performance
Periods and dates for the performance of an order shall be deemed as binding for us (buyer) only if expressly agreed in written. The deadline for the execution of the order starts upon receipt of the mutual agreement by both parties. Times set for supplies can only be observed if all documents to be supplied by the customer, necessary permits and releases, especially with regard to plans, are received in time and if agreed terms of payment and other obligations are fulfilled by the customer. Unless these conditions are fulfilled in time, the set times shall be extended appropriately; this shall not apply if the supplier is responsible for the delay. If non-observance of the times set is due to force majeure such as mobilisation, war, rebellion or similar events, e. g. strike or lockout, the time period shall be extended accordingly. If the delivery of the goods is delayed owing to circumstances which are attributable to the customer we shall be entitled to charge storage costs as well as any other damage caused by the delay.
5. Deliveries
Deliveries are generally made at the risk and on account of the customer. If not agreed otherwise, we shall be entitled to determine the means and route of transport ourselves. The risk of accidental deterioration or breakage of the goods shall pass to the customer upon handover to the transporting agency. If the dispatch is delayed due to reasons which are not our fault, the risk shall pass to the customer upon notification of readiness for shipment. On request of the customer we take out an insurance policy at his own expense which covers theft and breakages and transport and water damages.
6. Retention of title
All retained goods shall remain our property until any and all claims brought by the customer with regard to the contract have been fulfilled. During the duration of the retention of title, the customer may not pledge such goods as securities. The resale of such goods by resellers in the ordinary course of their business may occur only if the reseller receives payment from the customer. The supplier/purchaser shall inform us immediately of any seizure or act of intervention by third parties. Any and all instances in which any parts, drawings, models, rules or regulations are combined or blended with any product or item not belonging to us shall entitle us to enjoy co-ownership in the item or product. According to §§ 947,948 BGB in the case of resale of such items or products, the reservation of title shall extend to the full amount of the purchase price which shall be stated on the invoice. We shall be entitled to collect any claims for the respective products. Should the customer/supplier collect the claims for the products, the remainder of the collections shall be held for us on a trust basis. The proceeds are to be applied to any outstanding amounts due owing to our account. Should our claim be added to any current invoice, the proprietary rights shall continue so long as the account shows a credit balance.
7. Warranty
According to § 377 HGB, it is the obligation of the customer to examine all goods or products for any visible non-conformity in relation to quantity and quality of the goods. If the inspection reveals defects among the aforementioned goods or products, the customer shall expressly notify us in order for us to correct such defects. These terms and conditions do not entitle the customer to change the items or products and should the supplier affect such changes, he shall be required to provide us with notice and this notice shall include the opportunity for us to check, inspect and either approve or disapprove such changes. If the customer is unwilling to comply with the above terms and conditions, he is hereby informed that such an act or omission shall relieve us of the duty for supplementary performance.
The supplier/customer`s right to claim damages as a result of defects in any item or goods shall be extinguished should such items/goods have been subjected to improper treatment or storage. Modification or repairs to such goods/products made without our official written authorisation shall
result in the extinguishment of any claim of damages by the supplier/customer. Any parts, drawings, models or blueprints replaced by us within the scope of supplementary performance shall then, once again, become our property. Should personnel be employed by the customer to perform repair work or services with regard to the goods, items or products, we will not be held responsible. We shall be liable for only acts or omissions should such instances occur as a result of a breach of duty of supervision on the behalf personnel or employees. The customer/supplier shall have no claim or relief for further damages. The aforementioned shall be valid in regard to claims for consequential losses, i.e. loss of production, loss of use and/or imaginary profit. The terms and conditions stated above shall not be construed to apply in cases of mandatory liability, i.e. under the German Product Liability Act, or in the case of intent, gross negligence or breach of a condition which is fundamentally based on the contract. With regard to any item, product or goods assembled at any of the customer’s job sites, we shall not be liable the quality or suitability of any or all items or goods, products or materials provided by the customer. Should the aforementioned items cause concern, we shall expressly notify the customer about this immediately. Should the customer fail to correct these causes of concern after receiving the notification, we may refuse to execute the contract. The risk of accidental breakdown caused as a consequence shall then pass to the customer.
8. Proprietary rights
New designs, models, tools, production facilities, measuring and test equipment, materials, drawings, lay-out sketches, standard specifications sheets and other documents provided by the customer will remain the property of the respective customer. However, should any of the above contain parts provided by us, the documents, models etc shall be treated as joint property. We will retain these documents under strictest privacy and will only use them for the purpose of the contract. Sharing of the rights of use shall not extend to third parties unless it is confirmed in writing by the customer. Should such third party claims interdict production and/or delivery of any items, goods or products that are produced according to the drawings, models etc of the customer, the interdictions shall entitle us, with exclusion of any further claims on behalf of the customer, to stop production and delivery and shall also entitle us to a claim for reimbursement of expenses. The customer shall be required to release us from any and all damage claims by third parties. Any and all samples, drawings, models, blueprints documents etc provided by the customer shall only be returned to the customer if such terms for return are expressly agreed upon between the parties. Should these drawings, models etc. come into our possession along with an offer of contract and a contract does not result from the offer, such samples, drawings, models, etc shall be destroyed by us 90 days after submission of the offer.
9. Place of performance, legal venue
The place of performance, unless otherwise expressly agreed, shall be Aschaffenburg, Germany. Provided that the customer is a merchant/salesperson, Aschaffenburg shall be the venue for all legal disputes arising from this contract. The laws of the Federal Republic of Germany shall apply to any and all terms and conditions and disputes arising in connection to this contract.
10. Validity
Should any term and condition of said contract be found to be illegal or invalid and/or should invalidity of certain clauses of these terms and conditions result, the validity of the remaining clauses remains unaffected.
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Purchasing Terms