(As at 01/2012)
Trenn- und Sortiertechnik GmbH,
§ 1 Validity
1. The following conditions apply exclusively to all our orders of goods and services (referred to in the following as “Delivery item”) and for the conclusion of works contracts. The conditions also apply to all future business relationships between the supplier and us. Business conditions of the supplier only apply when we have expressly agreed to their validity in individual cases in writing.
2. Our orders and changes to orders are carried out in writing including fax and / or email. Verbal orders and changes to orders are only binding when they are confirmed by us in writing. The written orders do not require a handwritten signature.
3. Every order or changes to it is to be confirmed in writing by the supplier. If we are in a continual business relationship with the supplier, the contract is concluded with acceptance of the order or, insofar as the supplier remains silent on this, after expiry of 2 weeks.
4. The supplier is to carry out the services in his own company insofar as the company is equipped for this. With our written permission, he may transfer them to subcontractors.
§ 2 Property
1. The property of the delivery item must exactly correspond with the order or the specification included with the order. If no property conditions are specified, the delivery item has to demonstrate the property required according to the contract and correspond with the generally recognised state of the art at the time of hand-over or acceptance of the delivery item.
2. The supplier is obliged to submit all documents, drawings and other documentation required for the intended use of the delivery item which are necessary for use, assembly, operation, service and repair unsolicited and complete in German and English on hand-over or acceptance of the delivery item. On request, the supplier is obliged to name the relevant manufacturer or subcontractor without delay.
3. At the time of hand-over or acceptance, the delivery item must comply with the individually valid statutory regulations, in particular the accident prevention regulations as well as the generally recognised health and safety regulations valid in the country in which hand-over or acceptance of the delivery item takes place. Unless otherwise agreed, models, moulds, tools, films and other documents which have been exclusively manufactured or procured by the supplier to carry out the order become our property on payment of the agreed remuneration, even if they are in the possession of the supplier. These objects are to returned to us on request.
4. All documents and fixtures provided to the supplier to manufacture the delivery item remain our property. They may not be used for other purposes, reproduced or made accessible to third parties. On request, they are to be returned to us together with all reproductions. A right of retention thereof does not exist.
5. The supplier is to provide a list of replacement parts in German and English at the latest on hand-over or acceptance of the delivery item.
6. The supplier guarantees that hardware and software provided do not contain any copy protection devices, date and program locks or similar restrictions of use and are free of rights of third parties. He grants us transferable right of use and exploitation on the software provided, unrestricted by time and place.
7. The supplier is responsible for appropriate packing of the delivery item. Packing is to be carried out in such a way that transport damage can largely be excluded. In this respect, he is to observe the regulation on packing and marking which apply in the individual country in which the delivery item is delivered according to the contract. On request, the supplier is to return the packaging at his expense.
§ 3 Prices and conditions of payment
1. The prices specified by us are exclusive of the individually valid VAT, if such is due..
2. The agreed prices include the costs for packaging, customs and border charges, insurance costs, transport and unloading costs free to the place of performance. The place of performance is the place of destination.
3. Unless otherwise agreed, the payment period for due claims is 30 calendar days net or 14 calendar days with 3 % cash discount after receipt of invoice.
4. In the case of advance payments, we are entitled to request a bank guarantee.
§ 4 Conditions of delivery and delivery period
1. If delivery conditions are specified in the order, these are to be interpreted according to INCOTERMS 2010.
2. Agreed delivery periods must always be observed. If the place of delivery of the delivery item is not our company headquarters, the supplier is to inform us in writing 5 calendar days before dispatch as to when delivery will be effected and whether any unloading aids are required.
3. As soon as the supplier can assume that he cannot deliver in time, the supplier is to inform us in writing without delay, stating the reasons for the delay and the likely duration of the delay.
4. In the case of culpable exceeding of the delivery period, the supplier has to pay a contractual penalty of 0.2 % per working day, but at most 5 % of the net order total. We expressly reserve the right to lodge a claim for further damages. If the contractual dates are changed by mutual agreement, the above-mentioned penalty also applies to the newly agreed dates. Lodging a claim for the contractual penalty does not require that we reserve this right on hand-over or acceptance.
§ 5 Inspection of defects, defect claims, property rights of third parties, product liability
1. On delivery of the delivery item, we will carry out the following inspections within 10 working days insofar as this is feasible in accordance with correct business processes:
- identification inspection based on marking and the delivery papers,
- inspection for obvious defects and for externally visible transport damage,
- estimation of the quantity delivered.
We shall immediately report defects on the delivery item discovered during this inspection or later in writing. Otherwise, the supplier waives a further incoming goods inspection and the associated inspection and complaint obligations.
2. If the delivery item is delivered to a place (e.g. building site) at which no authorised person of ours is present, the supplier waives an inspection of the delivery item. In this case, we are obliged to report a defect in writing immediately when it becomes known to us.
3. If the supplier has the delivery item be produced or delivered by a third party, the supplier has to be responsible for culpability of the third party to the same extent as his own culpability.
4. The limitation period for defects is 30 months unless services for buildings are involved. A complaint in time impedes the limitation period until the supplier rejects the claim of defects.
5. The supplier gives an assurance that the delivery item is free of rights and claims of third parties and that no property rights or other rights of third parties are infringed by further sale or processing of the delivery item. If we are prosecuted by a third party due to the infringement of such rights, the supplier is obliged to exempt us from these claims and measures of third parties.
6. Insofar as the supplier is responsible for product damage, he is obliged to exempt us in this respect from compensation claims of third parties at the first request if the cause of the damage lies in his sphere of control and / or organisation and he is himself liable in relation to third parties. In this context, the supplier is. also obliged to reimburse us for additional costs as per §§ 683, 670 BGB which we incur due to a recall carried out by us. As far as possible and reasonable, we shall inform the supplier of the type and scope of recall measures to be carried out and give him the opportunity to issue a statement.
7. If personnel are working for the supplier, also at the plant site, he is to ensure that the personnel observe the valid operational safety and accident prevention regulations. He is obliged to employ, remunerate and insure the personnel in accordance with the statutory provisions valid for the plant site.
§ 6 Reservation of title
1. Insofar as the supplier reserves the right of title to the delivery item until full payment of the agreed price, we recognise this reservation of title, whereby the extended forms of the so-called current account and group reservation of title do not apply.
2. A prolonged or extended reservation of title after processing, combining or mixing of the delivery item with other objects and the assignment of our claims from the further sale of the delivery item are excluded.
§ 7 Confidentiality
1. The supplier undertakes with respect to us to treat our business and trade secrets confidentially and to observe strict silence with regard to all third parties. We understand business and trade secrets as all notifications, information, plans, drawings, images, calculations, (process) engineering know-how, design details, operating data, calculations and customer information, regardless of whether these come from us or from a business partner of ours, and also regardless of what data carrier they are insofar as they are not or do not become obvious..
2. Forwarding of business and operating secrets by the supplier to third parties may only occur when we have agreed in writing, specifying the person of the third party and the scope of the company and operating secrets.
3. Insofar as the business and operating secrets are on data carriers, regardless of the type, and come into the possession of the supplier, ownership of them remains with us. They are to be kept under lock and key and returned to us at any time at our request. A right of retention of the data carriers does not exist.
4. The obligation to maintain confidentiality, even after termination of our business relationship with the supplier, remains, namely as long as the business and operating secrets have not become obvious, for which the supplier bears the burden of proof.
§ 8 Termination of contract
1. We are entitled to terminate the contract with immediate effect, irrespective of our other rights, if
a) the supplier has ceased payments
b) bankruptcy proceedings on his assets have been opened or the opening of the bankruptcy proceedings was rejected due to the lack of
assets covering the costs.
2. In the case of termination, we are entitled at our reasonable discretion either keep the delivery item already delivered against a pro rata payment or to return it at the expense of the supplier concurrently with repayment of payments already effected by us. In addition, we are entitled to demand compensation due to partial or complete non-fulfilment of the contract.
§ 9 Final provisions
1. Our legal relationship with the supplier is subject to the law of the Federal Republic of Germany, but under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the court in the district where we are headquartered. However, we are also entitled to file a complaint with a court in the district where the supplier is headquartered.
3. If one provision of these purchasing conditions should be ineffective, the other provisions remain unaffected.