General Purchase Conditions of Polytetra GmbH as per 01-04-2003
Order-No. and Item.-No. must always be given in invoices, freight documents, delivery notes (with place of unloading) and any other correspondence, since otherwise they may not be processed! Any possible changes to our order details must be clearly indicated and emphasized in the order acknowledgement.
The legal relationship between the supplier and us, Polytetra GmbH, is subjected to these purchasing conditions and possible other agreements. The supplier’s General Terms and Conditions of Business shall not apply, even if we may not reject them in individual cases.
2. Orders, Order Acceptance
Orders must be placed in written form to be legally binding. Agreements on the telephone or oral arrangements must be confirmed by us in writing to become binding. Orders must be acknowledged to us immediately in writing. Calls for delivery shall become legally binding latest, if the supplier does not reject them within two weeks time. We are entitled to demand constructional or design changes with regard to the delivery item within a frame reasonable for the supplier. Related effects, especially in respect to additional or minor costs as well as delivery terms are to be settled mutually.
3. Delivery Terms
Delivery terms must be kept. Premature deliveries shall be accepted only if agreed upon with us before in written form and will not affect the agreed payment terms. The supplier may refer late deliveries to force majeure only, if he advises us of the reason immediately upon becoming known. In all other cases of late deliveries we reserve the right to claim – apart from other legal claims – either delivery and compensation for late delivery or compensation for non-fulfilment or to withdraw from the contract. Late deliveries caused by sub-suppliers of the supplier lie in the responsibility of the supplier.
4. Rules / Regulations
The supplier must adhere to all rules and regulations applicable at the place of utilization of the delivery, especially with regard to the prevention of accidents, environmental protection and safety of machinery/equipment, etc. The supplier obliges himself to inform us on his own initiative, should the delivery item be subjected to foreign trade restrictions within the Federal Republic of Germany or at the place of utilization of the delivery. If required, he will present the related clearance certificates to the authorities in charge.
We will accept costs for insurances only, if agreed upon with us before in writing.
6. Leaving Documents
Storage, installation and operation instructions are to be supplied in the requested language free of charge. The same applies to documents required for maintenance and repair of the delivery item. We are entitled to copy and process these instructions and documents and hand them on to our customers.
The supplier must pack the goods to be delivered at his own expense in accordance with the HPE packaging regulations. Packaging material is to be picked up and taken back upon our request.
Without prejudice to other legal regulations the following shall apply:
The supplier is to grant guarantee in such manner that he will replace by new free of charge delivery to the place of utilization or repair those items of the delivery, which are faulty or become default within the guarantee term, as we choose. The same shall apply, if the delivery should not be state-of-the-art or does not fulfil the characteristics and requirements as set by us. All costs arising to Polytetra by the non-adherence to design and wear guarantees or for reasons under the supplier’s control shall be borne by the supplier. In the event of selling-on the delivery item, our claim shall include all our expenses necessary to fulfil our obligations towards our customer, such as especially transport, travel, work and material costs.
The guarantee term shall be 24 months and shall begin with the final acceptance. In case that the related item is not subject to an acceptance, the guarantee term shall begin latest 36 months after delivery of the item.
Should the supplier not settle the claimed defaults within a reasonable term set, we shall be entitled to the legal rights. Setting of a deadline shall not be required in cases of selling-on the delivery item. We reserve the right in emergencies or in case of late delivery to arrange for replacement at the supplier’s expense and risk or to repair the faults on our own or have them repaired.
Guarantee claims shall be limited to 12 months from the complaint, unless law provides a longer limitation period. Limitation shall be suspended by complaint up to that point of time when the supplier finally rejects our complaint by registered letter.
The before mentioned guarantee regulations shall apply also to replacement deliveries and repairs. Especially after repairs, the deadlines for such performances as per paragraph 1shall start anew.
We shall pay reserving the right for correction in case that thereafter a reason for complaint should be found. As far as payments are to be made by us, against whom no delivery and/or performance have yet been effected, the supplier shall arrange for according bank guarantees from well-reputed German credit institutes in our favour, before we shall effect the payments.
We shall make payments as we choose either by cheque or remittance.
Claims against us may only be subrogated with our prior written agreement. In case that the supplier subrogates his claim against us to a third party without our agreement, the subrogation will still be valid. We may then, however, choose as we wish to pay with releasing effect either the supplier or the third party.
11. Reservation of Ownership
A reservation of ownership shall be binding only, if agreed upon in writing independent of the supplier’s general terms and conditions.
12. Secrecy, Utilization of Manufacturing Aids
The supplier obliges himself to keep as business secret all non-public commercial and technical details that he becomes aware of through the business relationship. Drawings, models, patterns, samples and similar items may not be passed on or otherwise made available to third parties. Such items may only be copied within the frame of operational requirements and as far as not prohibited by copyright regulations. They will be given to the supplier exclusively for the purpose of fulfilling the order and must be returned to us upon completion of the order. The same applies accordingly and in the same sense to any items manufactured by the supplier according to our specifications. Sub-suppliers must be subjected to these liabilities accordingly.
The supplier may refer to our business relationship for advertisement purposes exclusively, if agreed to by us priorily in writing.
13. Protective Rights of third Parties
The supplier will be held liable for any claims, that may arise upon contractual application of the delivery items from the violation of protective rights or protective right applications of third parties. He will indemnify us and our customers from any claims arising out of the utilization of such protective rights. The parties to the contract oblige themselves to inform each other immediately of any violation risks and alleged cases of violation as soon as they become public and to give each other the chance to mutually oppose according claims. The supplier shall advise us upon request of the utilization of publized and non-publized protective rights and protective right applications related to the delivery items.
In case that the contract should be cancelled by us, the supplier shall at maximum receive that part of remuneration equivalent to his actual performance by then.
15. Withdrawal, Execution of Contract
We reserve the right to withdraw in total or partially from the contract for important reason or to demand postponement of the execution, suspending additional claims from the supplier. Important reasons shall be especially strikes, lock-outs or other disturbences of the operation as well as supplier’s cecassion of payments as well as filing an application for the opening of insolvency proceedings upon the supplier’s property.
16. Dangerous Goods
In case of delivery of dangerous goods the supplier shall carry the full responsibility for the adherence to related legal regulations such as, e.g., marking, packaging, documentation, etc.
17. Right, Place of Jurisdiction, Place of Fulfillment
German law shall apply. Exclusive place of jurisdiction shall be the location of the site to be delivered to. We shall, however, also have the right to file a case at the supplier’s registered office. Place of fulfillment for all deliveries shall be the factory which initiated the order; in case that the order indicates a different destiny then that shall be the place of fulfillment. The place of fulfillment for payments shall be Mönchengladbach.
18. Written Form
Amendments and / or additions to these conditions and additional agreements must be in writing to become legally binding. The requirement for written form may be waived exclusively in writing.