(1) Exclusively our Terms and Conditions of Purchase shall apply to all business transactions with suppliers or other contractors - hereinafter called "Supplier". We do not recognise any contradicting terms of the Supplier or terms of the Supplier differing from our Terms and Conditions of Purchase, unless we have expressly agreed to them in writing. In such a case, the Supplier's terms shall explicitly apply to the relevant transaction only. Our Terms and Conditions of Purchase continue to apply even if we accept the Supplier's performance - hereinafter called "Delivery" - without reservation with knowledge of contradicting terms of the Supplier or terms of the Supplier differing from our Terms and Conditions of Purchase.
(2) All agreements made between the Supplier and ourselves relating to a transaction must be recorded or confirmed in writing in order to be effective.
(1) Tenders made by the Supplier will not be binding for us and shall be supplied free of charge.
(2) The Supplier can only effectively accept our purchase order within the period prescribed by us or within 1 week of receipt. Any later statement of acceptance will be deemed to be a new tender by the Supplier which we are entitled but not under any obligation to accept.
(3) Only a written purchase order from us or, respectively, written confirmation of a purchase order placed verbally or by telephone by us shall be binding. Notification by fax or email will be considered to be observation of the written-form requirement.
(4) Each purchase order must be treated separately in correspondence. The Supplier must state our purchase order number and our purchase order date in all documents relating to a purchase order. The Supplier shall be liable for all consequences resulting from failure to comply with these obligations, unless he proves that he was not responsible for the same.
(5) We reserve ownership rights and copyrights to all illustrations, drawings, calculations and other documents. They must not be made available to third parties without our express written consent. They are to be used for production under our purchase order only and returned to us on request, no later than after the end of the business relationship. They are to be treated as confidential in dealings with third parties. To this extent, the ruling under Section 10 para. (5) shall apply in supplementation.
(1) The price given in the purchase order is binding. If no other written agreement has been made, the price shall cover delivery free to domicile, including packaging, transportation insurance and other subsidiary costs.
(2) Statutory value-added tax is not included in the price, unless expressly stated.
(3) We can only process invoices if they - in accordance with the specifications in our purchase order - contain the purchase order numbers and parts numbers given in said purchase order, the delivery date and our goods names, if known to the Supplier. Invoices must comply with legal requirements and be verifiable. The Supplier shall be liable for all consequences resulting from failure to comply with this obligation, unless he proves that he was not responsible for the same.
(4) If nothing has been agreed in writing to the contrary, we will pay the purchase price within 14 days with a 3% cash discount or within 60 days net, calculated from the date of non-defective and complete delivery and receipt of an invoice complying with para. (3).
(5) We hold offsetting and withholding rights as prescribed by law.
(6) Payments shall not be construed as recognition of contractual delivery or as a waiver of any claims against the Supplier. They will always be made subject to reservation of a repayment claim, if we hold such a claim at the time of payment or if such a claim is created at a later date.
(1) The delivery time quoted in the purchase order is binding. The criterion for compliance with the delivery time is receipt of the goods at the place of performance or, if the goods are being collected, notification of readiness for collection. We have no obligation to accept goods before the delivery date/start of the delivery period. We have no obligation to accept partial or additional deliveries if not previously agreed.
(2) The Supplier must notify us in writing immediately if any circumstances arise or become known that will mean that the agreed delivery time cannot be observed.
(3) We hold statutory claims in the event of default on delivery, late delivery or (partial) impossibility of performance. If we allow a reasonable period of grace and it expires without result - to the extent that such a period of grace is not dispensable under statutory regulations - , we are entitled, in particular, to claim damages instead of performance and rescission. If we claim damages, the Supplier has to right to provide evidence that he was not responsible for the breach of obligations.
(4) In the event of default on delivery, we have the right to charge a contractual penalty of 1.0% of the net order value per week or part of a week but not amounting to more than 10% of the net order value. If a contractual penalty is paid, it will be deducted from any damages claim.
(5) Force majeure, strike and lock-out in industrial disputes, public-authority measures or other unforeseeable and unavoidable events shall release us from all purchase obligations for the length of such a disturbance and within the scope of its effect
(1) If nothing has been agreed in writing to the contrary, delivery shall be made with carriage paid and price of packaging included to the place of performance identified in our purchase order.
(2) The risk does not pass to us until we have accepted the goods at the agreed place of performance.
(3) If we pay carriage in exceptional cases, the type of transportation which we specify shall be used or, if we do not make any specifications, the type of transportation and delivery most favourable for us.
(4) If we have to pay the costs of packaging in deviation from Section 3 para. (1), packaging shall be charged at cost price. The Supplier must use the type of packaging which we specify and must ensure that the packaging protects the goods from damage.
(5) In all delivery notes, the Supplier must include our exact purchase order number and type, together with the quantity or weight of the goods delivered, using our goods names and parts numbers. All goods containers or packaging units must have a packaging slip/parts advice note, showing contents with quantity/weight and our goods names and parts numbers. If the Supplier fails to meet these requirements, we shall not be responsible for delays in processing. Section 3 para. (3) applies accordingly.
(1) We have an obligation to inspect the goods for any quality and quantity deviations within a reasonable period. A complaint about defects will be considered submitted in due time if received by the Supplier within 7 working days of receipt of goods or, if the defects are concealed, on discovery of the same.
(2) The Supplier guarantees that the goods supplied correspond to the samples, models and descriptions he has provided. Statements made by the Supplier in contractual negotiations and in catalogues, advertising material, public announcements, data sheets and other product descriptions are considered to be agreed quality features of the goods. Any deviations therefrom represent a defect for which the Supplier is liable.
(3) We hold statutory defect claims without curtailment; in all cases, we have the right to require the Supplier to either remedy the defect or supply a new item, at our discretion. The Supplier shall pay any expenses which we may incur as a result, such as costs of transportation, travel, labour and material or the costs of an incoming goods control exceeding the customary limits. The right to damages, in particular the right to damages instead of performance, is expressly reserved.
(4) We have the right to remedy a defect ourselves at the Supplier's expense if there is imminent danger or the matter is particularly urgent or the Supplier fails to remedy the defect within a period he has been allowed.
(5) If a defect is found within 6 months of passage of risk, it will be assumed that this defect already existed on passage of risk, unless the Supplier can prove that this is not the case.
(6) The Supplier is liable to us for all types of fault, to the extent that there is assumed to be fault by law; in particular he is liable for all types of negligence on the part of his employees or other people serving him.
(7) In addition, statutory regulations relating to material and legal defects shall apply.
(8) The limitation period is 24 months, starting from the time of passage of risk, provided that nothing has been agreed to the contrary. The limitation period will begin anew if the Supplier renders subsequent performance or recognises defect claims, irrespective of the form. The limitation period will be suspended for the duration of subsequent performance.
(1) By setting up a suitable quality management system, the Supplier shall ensure that his deliveries comply with the recognised rules of engineering, meet the relevant standards, regulations and provisions and are free from material defects. On request, he shall provide evidence of the above.
(2) We have the right to inspect the efficiency of the quality management system at any time during customary business hours.
(3) The Supplier shall keep records of quality management in a suitable and, in particular, verifiable form and shall submit these records to us on request. Such records shall be retained for 10 years.
(4) Without obtaining our prior written consent, the Supplier must not have the supplied goods produced abroad, either in whole or in part, nor may he use parts produced abroad for deliveries to us. The term "abroad" does not include Switzerland and the EU countries, with the exception of the Eastern European countries.
(1) If the Supplier is responsible for claims made by our contracting partners or other third parties for any legal reason whatsoever, due to a negligent or intentional breach of the Supplier's primary or secondary contractual obligations or of the Supplier's non-contractual obligations to take due care, said Supplier shall hold us harmless upon first demand in relation to damages claims by third parties, this being to the extent which the cause lies in his area of control and organisation. This applies in particular to product liability claims due to defects in the Supplier's goods.
(2) Under his liability for losses as defined in para. (1), the Supplier also has an obligation to reimburse any expenses as per Sections 683, 670 of the German Civil Code and as per Sections 830, 840, 426 of the German Civil Code resulting from or connected with a recall campaign that we perform. We will notify the Supplier of the content and scope of the planned recall measures - as far as possible and reasonable - and give him the opportunity to comment. Other statutory claims are not prejudiced thereby.
(3) The Supplier undertakes to maintain a product liability insurance policy with coverage of at least € 5 million per personal injury/material damage - as a flat rate - and to provide us with evidence of this policy on request; if we hold further damages claims, they shall not be prejudiced thereby.
(1) The Supplier guarantees that no rights of third parties are infringed by his delivery, either at home or abroad.
(2) If claims are made against us by a third party due to infringement of property rights, the Supplier must hold us harmless in relation to these claims upon first written demand. We have no right to make any agreements with the third party without the consent of the Supplier; in particular we have no right to enter into any settlement.
(3) The Supplier's duty to hold us harmless extends to all the expenses which we necessarily incur as a result of or in connection with the claims made by a third party.
(4) The period of limitation is ten years, starting from the time at which the contract is made.
(5) The above provisions do not apply if the Supplier has produced the supplied goods on the basis of drawings, models or equivalent other descriptions provided by us and is not aware - or cannot be aware as far as the items he has produced are concerned - that property rights are infringed thereby.
(1) We reserve the title to any parts with which we provide the Supplier. Processing or conversion is performed for us by the Supplier. If the goods subject to reservation of title are processed with other items not belonging to us, we acquire the co-title to the new item in the ratio of the value of our item (cost price plus VAT) to the other processed items at the time of processing.
(2) If the item provided by us is inseparably combined with other items not belonging to us, we acquire the co-title to the new item in the ratio of the value of item subject to reservation of title (cost price plus VAT) to the other processed items at the time of processing. If combination is performed in such a way that the Supplier's item can be considered the main item, it is deemed agreed that the Supplier will assign us a proportional co-title. The Supplier will retain the sole title or co-title on our behalf.
(3) We reserve the title to tools; the Supplier shall use the tools exclusively for production of the goods we have ordered. The Supplier must insure the tools belonging to us at their reinstatement value against fire, water and theft damage, this being at his own expense. At the same time, the Supplier hereby assigns to us all compensation claims resulting from this insurance policy. We hereby accept this assignment. At his own expense, the Supplier must perform in due time any necessary maintenance and servicing work on our tools and all upkeep and repair work on the same. He must notify us immediately of any faults. If he fails to do this culpably, he shall render compensation.
(4) Any reservation of title by the Supplier in relation to the goods he supplies is only binding if agreed in writing in a form separate from general terms of business.
(5) The Supplier shall treat as strictly confidential all the illustrations, drawings, calculations and other material and information he receives. They are only to be revealed to third parties subject to our express approval. This duty to maintain confidentiality also continues to apply after completion of this contract. It shall expire if and to the extent that the production know how contained in the illustrations, drawings, calculations and other material provided becomes general knowledge.
(6) If the security rights which we hold under para. (1) and/or para. (2) exceed by more than 10% the cost price of all our goods subject to reservation of title and not yet paid for, we have an obligation to release security rights, selected at our discretion, at the request of the Supplier.
(1) Claims against us can only be assigned subject to our prior consent.
(2) If the Supplier is a registered merchant, Leipheim will be the legal venue. However, we also have the right to choose as the legal venue the court having jurisdiction for the Supplier's seat of business.
(3) If nothing is stated to the contrary in the purchase order, Leipheim/Donau is the place of performance.
(4) If any parts of these terms are or become ineffective, the other terms shall not be affected thereby.
(5) German law shall apply. UN purchasing law and bilateral and multilateral treaties shall not apply.
(6) As per Section 33 of the German Data Protection Act, the Supplier is informed that we will save his personal data.
Board of Directors:
Dr. Klaus Meier-Kortwig (CEO)
Harald P. Dörenbach
Registered office: Leipheim
Registration court: Memmingen HRB 1970
VAT Reg No. DE260224206
Chairman of the Supervisory Board
of Wanzl GmbH & Co. Holding KG: