Validity of these General Terms and Conditions of Purchase (hereinafter GTCP).
- These General Terms and Conditions of Purchase (GTCP) apply to all our business relationships with our supplier. However, they shall only apply if the supplier is a contractor within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.
- Our GTCP apply exclusively, even when we place orders without reservations and in full knowledge of the supplier’s terms and conditions, accept deliveries or other services, directly or indirectly refer to letters, etc. containing its or a third party’s terms and conditions. We recognise conflicting, deviating or supplementary terms and conditions of the supplier’s only as far as we have expressly consented to their validity in writing.
- Our GTCP also apply, without the need to make renewed reference thereto, in their current version for all future deliveries, services or offers from the same supplier. We will inform the supplier promptly of any changes made to our GTCP.
Conclusion of contract and content. Written form. Reservation of rights. Confidentiality
- Only those of our orders which are in written form or have been confirmed in writing are binding. If our order, or any related document, contains obvious errors (e.g., misspellings or miscalculations) or is incomplete, this must be pointed out by the supplier for the purpose of correction or completion before acceptance; otherwise the contract will not be considered concluded.
- Any legally significant declarations and notices delivered by the supplier after conclusion of the contract (e.g., fixing of deadlines, reminder notices, cancellation notices) will be invalid unless made in writing.
- The supplier may accept our order within the deadline specified therein, otherwise within four (4) working days (Monday to Friday) from the order date, confirmed in writing. The arrival of the acceptance at our offices is decisive. It is understood that acceptance is unconditional.
- Transmission by fax or e-mail is deemed sufficient to comply with the requirement to be in writing.
- The written contract, including these GTCP, which constitute a portion of the written contract, expresses all the subject matter of the contract agreed between us and the supplier in detail. Verbal agreements made prior to the conclusion of the written contract are not legally binding and will be entirely superseded by the written contract, provided that it is not expressly stated in the contract that they should remain in force.
- Individual – also possibly verbal – contractual agreements shall take precedence over these GTCP. A written contract or our written confirmation will be required as evidence of the content of such agreements.
- With the exception of our directors, authorised representatives and other staff members formally designated as contact persons to our suppliers -respectively authorised to represent us – our employees are not authorised to place orders, enter into contracts, make individual written or verbal agreements or give any other form of consent.
- We reserve all rights of ownership, copyright and intellectual property rights regarding all documents, materials and other items provided to the supplier (such as purchase order documentation, plans, drawings, illustrations, calculations, product descriptions, samples, models and other physical and/or electronic documentation, information and objects). The supplier may not make them accessible, as such or their content, to third parties, or communicate, reproduce or modify them without our prior written consent. It shall use them exclusively for contractual purposes and return them to us in full upon our request and destroy any existing copies (including deletion of electronic copies), insofar as they are no longer needed for the normal course of business or pursuant to regulatory retention requirements. It shall confirm, upon our request, that the return and destruction/deletion have been carried out, or clarify which of the above documents, materials or items it still deems necessary on the aforementioned grounds.
„DDP Incoterms (2010)“ and other delivery arrangements. Transfer of risk. Acceptance. Default of acceptance.
Flat compensation for loss caused by delay