GT&C
GENERAL PURCHASE CONDITIONS
of
TPR Fiberdur GmbH & Co. KG., Aldenhoven
§1 General conditions – area of application
(1) Our purchase conditions apply exclusively; we do not recognise contradictory purchase conditions or purchase conditions of a supplier which deviate from our purchase conditions, unless we have given express written consent in regard of their validity. Our purchase conditions shall also apply if we unreservedly accept the delivery of a supplier in full knowledge of contradictory purchase conditions of the supplier.
(2) All arrangements made between us and the supplier for the purposes of the execution of this agreement shall be specified in writing in this agreement.
(3) Our purchase conditions shall apply for merchants in the sense of Article 1 et seq. of the German Commercial Code.
(4) Our purchase conditions shall also apply for all future business with the supplier.
§2 Offer – offer documents
(1) We reserve property and intellectual property rights to all images, drafts, calculations and other documents; they must not be mace accessible to third parties without our express written consent. They shall be used for the production on the basis of our order only; after processing the order, they shall be returned to us without our request. They must be kept secret from third parties, in this respect the provisions of Article 10(4) shall apply additionally.
§3 Prices – terms of payment
(1) The price stated in the order is binding. If there is no written arrangement, the price shall include delivery free to the door plus packaging.
(2) The statutory VAT is not included in the price.
(3) We can only process invoices if they – in accordance with the details in our order – state the order number specified there; all consequences arising from non-compliance with this obligation shall be responsibility of the supplier, unless he proves that they are not his fault.
(4) We pay, unless agreed otherwise in writing, the purchase price within 14 days, calculated form the day of delivery and receipt of invoice less a 2% deduction or within 30 days net.
(5) All payments shall be made in currencies of our choice. If notes receivable or promissory notes are given as payment, we shall bear the discount as incurred.
(6) The payment shall be made subject to the according fulfilment of the agreement and the correctness of the price and calculation.
(7) Claims may only be assigned with our written approval.
(8) We reserve the right to offset and retain subject to the applicable law.
§4 Delivery time
(1) The delivery time stated in the order is binding.
(2) The supplier undertakes to immediately inform us in writing if circumstances arise or if he becomes aware of circumstances which result in the incapacity of meeting the specified delivery time.
(3) In the event of a delayed delivery, we shall be entitled to the legal claims. In particular, we shall be entitled to claim compensation after an effectless expiry of a reasonable period of grace.
(4) Fiberdur shall be entitled to reject the acceptance of goods which are not delivered within the delivery time specified in the order and to send them back at the expense and risk of the customer or to store them with third parties.
§5 Passing of risk – documents
(1) The delivery shall, unless otherwise agreed in writing, be made free to the door.
(2) The supplier undertakes to specify precisely our order number on all dispatch documents and delivery notes; if he fails to do so, delays in processing shall not be our responsibility.
§6 Fault inspection – guarantee
(1) The delivery/service must comply with the intended use, the state of the art, the legal provisions as well as the licensing regulations, health and safety regulations and accident prevention regulations.
(2) Fiberdur reserves the right to inspect the goods immediately on receipt for obvious and visible faults and to only accept them after this. In the event of a complaint, the customer may be debited the costs of the examination and replacement delivery. For any kind of faults, the complaint period from the date of detection shall be 14 days. The customer shall waive the objection of late notification regarding hidden faults during the guarantee period.
(3) The guarantee period shall be at least 1 year from the date of acceptance and not more than 24 months after delivery/service. From the date of receipt of the fault notification to the rectification of the fault, the expiry of the guarantee period shall be blocked. For improved or replaced parts, the guarantee period shall start on the day of improvement or replacement delivery anew.
(4) Faults of the delivery/service complained about during the guarantee period, which also include the lack of promised features, shall be rectified immediately and free of charge – including additional costs – without request. If this is not possible or if the use of improved parts cannot be reasonable expected from us, you shall immediately replace the faulty parts with immaculate ones.
(5) In addition to the legal and contractual guarantee claims, we shall in urgent cases or if you do not comply with your rectification obligations within a period of grace set by us be entitled to take the necessary measures at your cost and risk, irrespective of your guarantee obligation. Furthermore, we shall be entitled to demand fault rectification and replacement delivery from the supplier of our choice. In this event the supplier undertakes to provide all services necessary to rectify the fault or replacement delivery. The right to compensation, in particular compensation due to non-fulfilment, shall remain reserved expressly.
(6) Our consent to drafts, calculations or other technical documents your warranty and, where applicable, guarantee obligations shall not be affected.
(7) In the event of an agreement contractual penalty for late delivery, the entitlement to a contractual penalty shall also remain effective if it is not expressly claimed when accepting the delivery. Claims in excess of this shall also remain effective without special reservation on acceptance.
(8) For replacement deliveries and improvement work, the customer shall liable in the same scope as for the original delivery item, i.e. also for transport, route and work costs, without limitation to these. The guarantee period for replacement deliveries shall start no earlier than on the day of the arrival of the replacement delivery.
§7 Product liability – release – indemnity insurance protection
(1) Inasmuch as the supplier is responsible for damage to the product, he undertakes to release us from any compensation claims from third parties at first request, if the cause relates to his area of domain and organisation and he is liable externally.
(2) As part of his liability for events of damage in the sense of para. (1), the supplier also undertakes to compensate any expenses in accordance with articles 683 and 670 of the German Civil Code and in accordance with articles 830, 840 and 426 of the German Civil Code which result from or in connection with a recall organised by us. We shall inform the supplier – inasmuch possible and reasonable – of the content and scope of the recall measures to be carried out and give him the opportunity to provide a statement. Other legal claims shall remain unaffected.
(3) The supplier undertakes to take out a product liability insurance with a coverage amount of at least EUR 2 million per personal injury/property damage – globally –; if we are entitled to additional compensation claims, they shall remain unaffected.
§8 Compensation
(1) We shall not claim compensation for indirect damage, unless the damage-causing event was caused intentionally or grossly negligently. The relevant proof of exoneration shall be with the supplier.
§9 Industrial property rights
(1) The supplier shall guarantee that no rights of third parties are breached in connection with his delivery.
(2) If claims are filed against us in this respect by third parties, the supplier undertakes to release us from such claims on first written request; we shall not be entitled to make any arrangements with the third party – without the consent of the supplier – or to conclude a compromise settlement, in particular.
(3) The obligation to release of the supplier shall refer to all expenses which we may incur from or in connection with a compensation claim from a third party.
§10 Reservation of title – provision – tools – non-disclosure
(1) Inasmuch as we provide parts to the supplier, we reserve the title to them. Processing or modification by the supplier shall be made for us. If retained goods are processed with other objects which do not belong to us, we shall acquire the co-title to the new good (purchase price plus VAT) to the other mixed objects at the time of processing.
(2) If the object provided by us is inseparably mixed with other objects which do not belong to us, we shall acquire the title to the new object in the ratio of the value of the retained good (purchase price plus VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in a way that the object of the supplier is to be regarded as the main object, it shall be regarded as agreed that the supplier transfers co-title pro rate; the supplier shall hold the sole title on our behalf.
(3) We reserve the right to the title of tools; the supplier undertakes to use the tools for the production of the goods ordered by us only. The supplier undertakes to insure the tools belonging to us at the value as new and at his own costs against fire, water and theft. At the same time, the supplier shall already now waive the right to any compensation claims. The supplier undertakes to carry out any necessary maintenance and inspection work on our tools at his own cost and in good time. He shall immediately inform us of any faults; if he culpably fails to do so, compensation claims shall remain unaffected.
(4) The supplier undertakes to keep strictly secret all images, drafts, calculations and other documents and information obtained. They may be disclosed to third parties with our express consent only. The non-disclosure obligation shall also apply after fulfilling this agreement; it shall expire if and when the production know-how contained in the images, drafts and calculations and other documents handed over has become generally known.
(5) Inasmuch as the liens we are entitled to in accordance with para. (1) and/or para. (2) exceed the purchase price of all our retained goods not yet paid for by more than 20%, we undertake to release the liens at our discretion on the supplier’s request.
§11 Jurisdiction – place of execution – applicable law
(1) The place of execution for your services shall be the place of receipt specified by us; the place of execution for payments shall be the place where the customer or its subsidiaries hold an account with a financial institute.
(2) Aachen shall be the place of jurisdiction. However, we shall also be entitled to make our claims with a different court which is in charge of the place of execution.
(3) Inasmuch as the supplier is a general merchant, our head office shall be the jurisdiction; however, we shall also be entitled to sue the supplier at his place of residence.
(4) Unless resulting otherwise from our order, our head office shall also be the place of execution.
(5) The legal relationship of the contractual parties shall be subject to German law only. The application of the United Nations Convention On Contracts For The International Sale Of Goods shall not apply as a rule.
§12 Severability clause
The ineffectiveness of individual provisions of these general purchase conditions shall not affect the effectiveness of the other provisions. Ineffective provisions shall be effective provisions which are suitable to implement the economic purpose of the deleted provision inasmuch possible.
Aldenhoven, 01.01.09
TPR Fiberdur GmbH & Co. KG
- The Management -
U. Thielenhaus M. Stötzel
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