Terms and conditions of purchase
All business transactions with us, including future business transactions, are subject to the following General Terms and Conditions of Purchase, unless other terms and conditions have been explicitly approved by us in writing. Our Terms and Conditions of Purchase also apply even if we are aware of the fact that the supplier's terms and conditions deviate from our Terms and Conditions of Purchase and do not object to these explicitly.
Unless explicitly agreed otherwise, the offer made by the offeror shall be valid for a period of 4 weeks as of the date of the offer. This also applies to verbal offers. Acceptance of an offer by us shall only be binding if we have confirmed in writing.
Prices are to be quoted as net prices, with separate specification of taxes and charges prescribed for the transaction, particularly the sales tax applicable on the day of invoicing.
4. Delivery quantity, documents
We are not obliged to accept short or excess deliveries. The supplier is obliged to provide all the necessary documents accompanying the goods as well as the weighing documents, bear the associated cost and present the documents in good time. The quantity determined by us when taking delivery shall be decisive for settlement of the quantity supplied. If it is not possible to fully unload the means of transportation, we shall receive a credit note for the quantity remaining in the means of transportation. If acceptance of delivery is dependent on documents, we shall not be considered responsible for the delay in acceptance if the supplier has failed to present the documents in time or has presented them incompletely, including an appropriate period of time for inspection of the documents.
5. Delivery dates
The specified delivery dates are determined according to the calendar and are fixed dates. Partial deliveries shall only be considered as accepted by us after explicit confirmation in writing. The service is however only deemed performed when delivery is complete. If a call-off order has been agreed with the supplier, the latter is committed to hold ready the quantities to be delivered on demand at all times.
6. Transfer of risk
Unless otherwise agreed in writing, the risk shall pass to us after unloading at a place of unloading specified by us.
7. Delivery problems
If the supplier or sub-suppliers have delivery problems, we have to be informed immediately. This also applies to transportation and if the supplier has outsourced transportation to a third party. If a supplier fails to do this or provides the stipulated immediate information with delay, then the supplier has to make good the damage incurred on account of the omitted or delayed notification, without prejudice of any other liabilities. Acceptance of delayed deliveries and services does not constitute a waiver of claims for damages.
We only accept the quality specified by us. Quality assessment is based on the quality control carried out by us after receipt of the goods.
9. Means of transportation and packaging
The supplier is obliged to observe and adhere to the legal regulations and stipulations relevant for selection of the means of transportation, transportation routes and packaging means, particularly in the case of hazardous materials. Occupational health and safety measures also have to be complied with. In the case of hazardous materials, the supplier is furthermore obliged to mark the means of transportation and packaging as specified by international regulations. We are entitled to provide the supplier with the used packaging material at the site of delivery of the goods pursuant to the laws and regulations applicable at the time of delivery.
In case of operational disturbances in our company caused by strike, war, lock-outs or other circumstances due to force majeure, we are released from the obligation of acceptance.
11. Notices of defect
The supplier has to make a defect-free delivery. Acceptance by us is always conditional to a quantity and quality control procedure. A notice of defect with regard to the delivered quantity and/or quality of the goods is considered as immediate within four weeks after arrival of the goods at the place of destination; as far as hidden defects are concerned this period is within four weeks after discovery.
12. Retention of title
Your goods and services shall not be provided with retention of title.
13. Product liability
The supplier is obliged to release us from product liability claims of whatever kind concerning the delivered product.
14. Terms of payment/Assignment of claims
The conditions of payment agreed in the contract shall apply. We have the right to deduct our claims against the supplier. Payment by us is always subject to a final quality inspection and invoice verification. An assignment of claims against us is ineffective without our written consent.
15. Place of jurisdiction/Place of fulfilment
The place of fulfilment for all claims resulting from our orders is Buxtehude. The place of jurisdiction is the responsible court in Hamburg. The law of the Federal Republic of Germany is applicable otherwise. In as far as reference to other laws or provisions is made in contracts, our provisions stated here shall have precedence. This applies in particular to the place of jurisdiction and the applicable law.
If one or more of the provisions of our General Terms and Conditions of Purchase should become completely or partially void, the legal validity of the remaining provisions and the entire legal transaction shall not be affected. In such a case, the parties to the contract commit themselves to participate in an arrangement that comes closest to the economic aim of the ineffective provision.
Buxtehude, August 2012, JR/BP