Applicable in business dealings with companies, legal entities under public law and special funds under public law.
Our conditions of purchase apply exclusively. We only recognise general terms and conditions of the Supplier that contradict or deviate from our own purchasing conditions insofar as we have expressly consented to these in writing. The acceptance of goods or services from the Supplier (hereinafter: contractual item) or their payment does not imply approval.
2. Conclusion of the contract and changes to the contract
2.1 Orders, framework agreements, acceptance of goods, call-offs of goods, delivery contracts and other legal transactions to be concluded between us and the Supplier, as well as changes and additions to them, must be made in writing.
2.2 Inquiries from us to the Supplier are only invitations to the Supplier to submit an offer.
2.3 Cost estimates are binding and no financial compensation will be provided for their creation, unless otherwise expressly agreed.
2.4 The Supplier must immediately confirm our order in writing, at the latest within 5 business days after receipt, otherwise we are entitled to revoke our order.
2.5 Within the limits of what is reasonable for the Supplier, we can request changes to the contractual item in terms of design and execution. The effects, in particular with regard to the additional and reduced costs as well as the delivery dates, are to be agreed appropriately and amicably. Changes by the Supplier require our prior written approval to be effective.
2.6 The Supplier is obliged to personally review drawings, calculations, specifications and other requirements provided by us in the context of the Supplier's general and specialised knowledge to identify any errors and contradictions and, if necessary, must notify us in writing and clarify any concerns immediately.
2.7 The Supplier bears the procurement risk for the goods.
3. Delivery dates, transfer of risk and transport
3.1 The delivery dates and deadlines specified in the order or the call-off are binding.
3.2 Unless otherwise agreed, delivery must be made DDP (as per Incoterms in the currently valid version) to us or to the delivery location specified by us.
3.3 For compliance with the delivery date or the delivery period, the receipt of the contractual item and the shipping documents by us or by the receiving point specified by us is decisive.
3.4 If the agreed dates are not met, the statutory provisions apply. If the Supplier has difficulties with production, the supply of raw materials, adherence to the delivery date or similar circumstances that prevent it from delivering on time or in the agreed quality, the Supplier must inform us immediately.
3.5 The unconditional acceptance of the delayed delivery or service does not constitute a waiver of any claims for compensation due to the delayed delivery or service; this reservation applies until full payment of the remuneration owed by us for the delivery or service in question.
3.6 Partial deliveries are generally not permitted unless we have expressly agreed to them or they are reasonable for us.
3.7 If the Supplier has taken over the installation or assembly and unless otherwise agreed, the Supplier shall bear all necessary ancillary costs, such as travel costs and the supply of tools, subject to deviating provisions.
3.8 In the event of over- and/or under-deliveries of ordered quantities as well as early delivery, we reserve the right to refuse to accept the delivery at the expense of the Supplier or the right to adjust the value of the invoice accordingly.
3.9 All special trips that the Supplier decides to take must be recorded, stating the order data/information as well as the reason for the special trip and the measures to correct these reasons, and reported to our logistics department at the beginning of a calendar month for the previous month. The Supplier must initiate the corrective measures immediately.
3.10 Unless otherwise agreed, the Supplier shall at its own expense ensure that the packaging is customary, appropriate and clean, and the Supplier guarantees that the packaging protects the goods against typical transport damage, corrosion and the ingress of contamination or moisture. The Supplier is liable for all damage resulting from non-compliance with this requirement. The cost of packaging is included in the price. If a different agreement is established in exceptional cases, the packaging is to be charged at cost price. The Supplier must choose the packaging specified by us and ensure that the packaging protects the goods from damage. For returns, at least two thirds of the calculated value must be credited to us.
3.11 The Supplier warrants that the goods do not contain any substances that are subject to the substance bans of EC directive 2011/765/EU (RoHS). The Supplier further warrants that the substances contained in the goods and their use(s) are either already registered or that there is no obligation to register under regulation (EC) no. 1907/2006 (REACH regulation) and that, if required, an authorisation according to the REACH regulation is available. If necessary, the Supplier will also prepare the safety data sheet in accordance with Annex II of the REACH regulation and make it available to us. If goods are delivered that are classified as hazardous goods in accordance with international regulations, the Supplier shall notify us thereof at the latest when confirming the order.
3.12 The Supplier must support us appropriately in obtaining customs and other state privileges and will provide to us the evidence and documents requested by us, in particular certificates of origin, for this purpose.
3.13 Hazardous goods according to GGVF and GGVE (ADR, RID) are generally to be dispatched carriage free.
3.14 Export control and customs
The Supplier is obliged to inform us of any approval requirements for its goods under the applicable German, European (EU), U.S. export, customs and foreign trade law as well as under the export, customs and foreign trade law of the country of origin of its goods as early as possible before the delivery date in writing.
If the Supplier violates its obligations under paragraph 1, it shall bear all expenses and damages as well as other disadvantages (e.g. additional claims for foreign import duties, fines) that we incur as a result. This does not apply if the Supplier is not responsible for the breach of duty.
4. Force majeure
Force majeure, riots, pandemics, epidemics, official measures or other unavoidable events release us and the Supplier from the obligation to perform for the duration of the disruption and to the extent of its effect.
5. Prices and terms of payment
5.1 The prices are fixed prices. All ancillary purchase costs (customs duties, packaging, transport, insurance) are to be posted separately by the Supplier in the context of its offer and, with the exception of the statutory sales tax, are to be borne by the Supplier in the absence of a deviating written agreement. Price increases for the contractual item, including an increase in the ancillary purchase costs, require our prior written consent in order to be effective.
5.2 Unless a special agreement has been made, the invoice is paid either within 10 days with a 3% discount or without any deduction within 30 days of the due date of the payment claim and receipt of both the invoice and the goods or provision of the service. Payment is made subject to the invoice verification.
5.3 We are entitled to set-offs and rights of retention as well as the objection of a non-fulfilled contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we are entitled to claims against the Supplier from incomplete or defective services.
6.1 The Supplier guarantees that its goods and services have the properties, quality and characteristic features specified in the order and correspond to the specifications, drawings, samples and other descriptions that are specified by us.
6.2 The Supplier must carry out a quality control that is appropriate in terms of type and scope and in line with the latest technology.
6.3 The Supplier must comply with the agreed technical data and set up and provide evidence of a quality management system as per DIN EN ISO 9001 in accordance with the recognised rules.
6.4 If initial or selection samples are requested, the Supplier may only start series production with our express written approval.
6.5 We expect the Supplier to constantly ensure that the quality of the products to be delivered to us is state of the art and to inform us of possible improvements and technical changes. However, changes to the delivery item always require our prior written consent.
6.6 The Supplier guarantees and warrants compliance with all statutory safety and environmental regulations of the Federal Republic of Germany.
6.7 When delivering machines/systems, the Supplier guarantees that the European Machinery Directive 2006/42/EC (Machinery Ordinance 9.GSGV (German Equipment Safety Act Machinery Ordinance) – including any amendments – is complied with and shall attest to this by means of the declaration of conformity. Furthermore, every machine/system must be provided with the CE mark.
7. Acceptance and proof of performance
7.1 If the contractual item consists of the delivery of a machine/system, then a joint acceptance shall take place. This will be conducted at the place of use of the machine/system as specified by us.
7.2 Before acceptance, the machine/system shall be subjected to a functional test or a trial run at our company headquarters, during which our employees must be properly instructed by the Supplier. A four-week trial run shall take place under series production conditions. This determines whether the machine/system corresponds to the contractually agreed quality. During the trial run, we are entitled to use the machine/system for production. Acceptance takes place after the functional test or trial run has been carried out successfully. If the acceptance is successful, an acceptance report will be drawn up, which must be signed by both parties.
7.3 If the acceptance test reveals that the machine/system does not meet the contractual requirements, the Supplier must bring about the contractually compliant status immediately. The acceptance must be repeated within two months at the latest. All costs resulting therefrom are to be borne by the Supplier.
8. Notification of defects
We must notify the Supplier of the defects in the contractual item within 10 working days as soon as these are discovered in the normal course of business. In this respect, the Supplier waives the objection to late notification of defects. Our obligation to examine and provide notification of defects is limited to the examination of the quantitative information on the respective delivery note and to the transport damage that is visually recognisable upon delivery (visible defects). In other respects, the obligation to examine and provide notification of defects is waived and the Supplier expressly waives the objection of improperly made notification of defects in accordance with § 377 HGB (German Commercial Code).
Payments from us do not constitute recognition of the absence of defects.
9.1 The Supplier shall ensure that the contractual items are free from defects. In particular, it is responsible for ensuring that the contractual items are state of the art, comply with the generally recognised technical safety regulations of authorities and professional associations and are in accordance with the relevant legal provisions.
9.2 The legal regulations on material and legal defects apply, unless otherwise agreed below.
9.3 In principle, we have the right to choose the type of supplementary performance. The Supplier can refuse the type of supplementary performance chosen by us if it is only possible at disproportionate costs.
9.4 In the event that the Supplier does not start remedying the defect immediately after our request to remedy the defect, we have the right in urgent cases, in particular to avert acute dangers or avoid major damage, to do this ourselves at the Supplier’s expense or to have it done by a third party.
9.5 In the event of defects of title, the Supplier shall also indemnify us against any third party claims, unless it is not responsible for the defect in title.
9.6 Claims for defects become statute-barred after 3 years - except in cases of fraudulent intent - unless the item has been used for a building in accordance with its normal use and has caused the building's defectiveness. The limitation period begins with the delivery of the contractual item (transfer of risk) or with the acceptance.
9.7 For contractual items that could not remain in operation during the investigation of the defect and/or the removal of defects, the current warranty period is extended by the duration of the business interruption.
9.8 In cases of exchange or in cases in which an improved contractual item has the same defect or a defect is the result of the rectification of a defect, the limitation period begins anew.
9.9 If we incur costs as a result of the defective delivery of the contractual item, in particular transport, travel, labour, installation, removal, material costs or costs for an incoming inspection that exceeds the usual scope, the Supplier must bear these costs.
9.10 Other claims from us due to breach of contract or breach of other obligations remain unaffected.
10. Product liability
10.1 In the event that claims are made against us due to product liability, the Supplier is obliged to hold us harmless from such third party claims if and to the extent that the damage was caused by a defect in the item delivered by the Supplier. In the case of fault-based liability, this only applies if the Supplier is at fault.
10.2 In the cases covered in item 10.1., the Supplier shall cover all costs and expenses, including the costs of any legal prosecution.
10.3 In other respects, the statutory provisions apply.
10.4 Before a product recall that is wholly or partially the result of a defect in the contractual item delivered by the Supplier, we will inform the Supplier, give him the opportunity to cooperate and discuss efficient implementation of the recall with the Supplier, unless the it is not possible to inform or involve the Supplier due to particular urgency. If a recall campaign is the result of a defect in the contractual item delivered by the Supplier, the Supplier shall bear the costs of the product recall.
10.5 In order to cover the risks arising in connection with the delivery of the contractual items, the Supplier undertakes to take out business and product liability insurance, which also includes recall measures with worldwide coverage and a coverage amount of at least EUR 5,000,000 per damage event, and to take out this insurance cover for the duration of the supply contract plus five years after expiry. The Supplier will present us with a corresponding insurance certificate on request.
11. Execution of work
Persons of the Supplier who, in fulfilment of the contract, carry out work on our premises or those of a third party named by s, must observe the respective company regulations specified by us or the named third party. Liability for accidents that occur to these persons on the factory premises is excluded, unless this was caused by an intentional or grossly negligent breach of duty by our legal representatives or vicarious agents.
12. Provision/retention of title
Materials, parts, containers and special packaging provided by us remain our property. These may only be used as intended. The processing of materials and the assembly of parts is done on our behalf. It is agreed that we are co-owners of the contractual items manufactured using the materials and parts provided by us, which are kept for us by the Supplier in relation to the value of the materials provided to the value of the entire product.
13.1 The contracting parties undertake to treat all commercial and technical particulars that are not in the public domain and that become known to them through the business relationship as business secrets.
13.2 Drawings, models, templates, samples and similar items may not be provided to or otherwise made accessible to unauthorised third parties; they may only be used for the purposes of the respective contract between the Supplier and us and not for other purposes of the Supplier. The reproduction of such items is only permitted within the framework of operational requirements and the provisions of copyright law.
13.3 Sub-suppliers are to be placed under corresponding obligations.
13.4 The contracting parties may only advertise their business relationship with prior written consent.
14.1 The Supplier undertakes to comply with the respective legal regulations for dealing with employees, environmental protection and occupational safety and to work to reduce adverse effects on persons and the environment from its activities. To this end, the Supplier will – as far as possible – set up and continually improve a management system in accordance with ISO 9001 and strive for a management system in accordance with ISO 14001. The Supplier will also observe the principles of the UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in recruitment and employment, responsibility for the environment and the prevention of corruption.
14.2 In the event that the Supplier violates the law repeatedly and/or despite a corresponding notification and does not prove that the violation of the law has been remedied as far as possible and that reasonable precautions have been taken to prevent future violations of the law, we reserve the right to withdraw from existing contracts or to terminate them without notice.
15. Provision and use of aids to performance
Devices, models, tools, samples, drawings or other documents created by the Supplier according to our specifications shall become our property after payment by us. From this point in time, the Supplier in effect borrows the item from us. Operating resources may only be used to process the offer or to provide the contractual items or services ordered. Without our prior written consent, these may not be made accessible to third parties, nor may they be used for deliveries to third parties. They are to be carefully stored by the Supplier free of charge and at its own risk and, upon request, to be returned at any time upon our request, without the Supplier having recourse to a right of retention unless the Supplier has a contractually granted right of possession.
16. Spare parts supply
16.1 The Supplier is obliged to ensure the supply of spare parts for the delivery items for a further 15 years from the end of production.
16.2 When machines are delivered, spare parts must be procured from the Supplier within 24 hours, and the Supplier must provide appropriate specialist personnel for assembly within 24 hours. The period of availability of spare parts in this regard is also 15 years.
17. Proprietary rights
17.1 The Supplier warrants that no third party rights within the Federal Republic of Germany or the EU are violated in connection with its delivery.
17.2 The Supplier’s obligation to indemnify relates to all expenses that we necessarily incur from or in connection with claims by a third party.
17.3 The above obligation of the Supplier does not apply if the Supplier has manufactured the delivery items according to drawings, models or other equivalent descriptions or information provided by us and does not know or does not need to know in connection with the products that it has developed that this infringes industrial property rights.
17.4 The statute of limitations for these indemnification claims is 3 years, calculated from the date of our awareness of the claim by the third party.
18.1 The place of performance for payments is our place of business registered in the commercial register.
18.2 The law of the Federal Republic of Germany applies, excluding conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
18.3 If the Supplier is a merchant, legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is our place of business. We are also entitled to sue at the place of the Supplier’s registered office
STEINCONNECTOR GmbH Frohntaler Straße 30 D-42929 Wermelskirchen