Terms and Conditions of Purchase of Griffwerk GmbH
Terms and Conditions of Purchase
Applicable in business transactions with entrepreneurs, legal entities under public law and special funds under public law.
1. General information
Our purchasing conditions apply exclusively; We only recognise general terms and conditions of the supplier that contradict or deviate from our purchasing conditions insofar as we have expressly agreed to them in writing. The acceptance of goods or services of the supplier (hereinafter: subject matter of the contract) or their payment does not imply consent, even if the acceptance or payment is made with knowledge of conflicting or supplementary contractual terms of the supplier. Similarly, any previously agreed contractual terms of the supplier that conflict with or supplement these terms and conditions of purchase shall no longer be recognised.
2. Conclusion of contract and contract amendments
2.1 Orders, contracts and delivery schedules as well as any amendments and supplements thereto must be in writing. They may not be made accessible to third parties and must be returned immediately upon request.
2.2 Verbal agreements of any kind - including subsequent amendments and supplements to our Terms and Conditions of Purchase - require our written confirmation to be effective.
2.3 The written form is also fulfilled by remote data transmission or email.
2.4 Cost estimates are binding and are not to be remunerated unless expressly agreed otherwise.
2.5 Should the supplier not accept the order within two (2) weeks of receipt, we shall be entitled to revocation.
2.6 Delivery requests within the scope of order and schedule planning become binding if the supplier does not object within two working days from receipt.
2.7 Units of quantity must correspond with our purchasing units.
3.1 Agreed dates and deadlines are binding. The receipt of the goods by us shall be decisive for compliance with the delivery date or the delivery period. If delivery "free works" (DAP or DDP in accordance with Incoterms 2010) has not been agreed, the supplier shall make the goods available in good time, taking into account the time for loading and dispatch to be agreed with the forwarder. We ask for a written or telephone delivery notification before delivery.
3.2 If the supplier has taken over the installation or assembly, the supplier bears all necessary expenses such as travel expenses, provision of the tool and releases.
3.3 If agreed dates are not adhered to, the statutory provisions shall apply. If the supplier foresees difficulties with regard to production, supply of raw materials, compliance with the delivery date or similar circumstances that could prevent him from delivering on time or delivering in the agreed quality, the supplier must immediately notify our ordering department.
3.4 The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled on account of the delayed delivery or service; this shall apply until full payment of the remuneration owed by us for the delivery or service concerned.
3.5 Partial deliveries are generally not permitted unless we have expressly agreed to them or they are reasonable for us.
3.6 For quantities, weights and measurements, the values determined by us at the incoming goods inspection are decisive, subject to any other proof.
3.7 Unless otherwise provided for in the supplementary terms and conditions of purchase for software, we shall receive simple rights of use, unlimited in time and place, to software that is part of the scope of delivery of the product upon delivery. Our permissible use includes in particular the duplication, loading and running of the software. This also includes sublicensing, leasing or any other form of transfer of the software to companies affiliated with us within the meaning of Section 15 of the German Stock Corporation Act (AktG).
3.8 We also have the right to use such software, including documentation, with the agreed performance features and to the extent required for contractual use of the product. We are allowed to make a reasonable number of backup copies.
4. Force majeure
4.1 Force majeure, operational disruptions through no fault of our own, riots, official measures and other unavoidable events shall release us from the obligation of timely acceptance for the duration of their occurrence. During such events as well as within two weeks after their ending, we are entitled, notwithstanding our other rights, to withdraw from the contract in whole or in part insofar as these events are not of a negligible duration and our demand is significantly lowered due to the procurement from other sources as required by these circumstances.
4.2 The provisions of Section 4.1 shall also apply in the event of industrial disputes.
5. Shipping note and invoice
The details in our orders and delivery requests apply. The invoice is to be sent exclusively by email to rechnung(at)griffwerk.de. in a single copy, stating the invoice number and other allocation features. It must not be attached to the consignments.
6. Pricing and transfer of risk
If no special agreement has been made, the prices are to be understood as delivered to the named place (DAP according to Incoterms ® 2010) including packaging and freight. A separate freight item should not be shown. Value added tax is not included. The supplier shall bear the risk of material damage until the acceptance of the goods by us or our commissioned agents at the place where the goods are to be delivered in accordance with the order.
7. Payment conditions
Unless otherwise agreed, the invoice shall be paid either within 20 days with a 3% discount or within 30 days without discount from the due date of the payment claim and receipt of both the invoice and the goods or performance of the service. Payment shall be made subject to invoice verification.
8. Notification of defects
8.1 Upon receipt of the goods, we will only examine the goods with regard to obvious damage, in particular transport damage, identity and quantity deviations in the delivery, unless otherwise agreed with you in a quality assurance agreement.
8.2 Defects are to be immediately reported by us after discovery.
8.3 In this respect, the supplier waives the objection to late notification of defects.
9. Claims for defects
9.1 The statutory provisions on material and legal defects apply, unless otherwise regulated below.
9.2 We have the right to choose the type of supplementary performance. The supplier can refuse the type of supplementary performance chosen by us if it is only possible at disproportionate costs.
9.3 If the supplier does not begin to remedy the defect immediately after our request to do so, we shall be entitled, in urgent cases, in particular to avert acute dangers or avoid major damage, to carry out the remedy ourselves or have it carried out by a third party at the supplier's expense.
9.4 In the event of defects of title, the supplier shall also indemnify us against any third party claims, unless he is not responsible for the defect in title.
9.5 Claims for defects become statute-barred - except in cases of fraudulent intent - after 3 years, unless the item has been used for a building in accordance with its normal use and has caused its defectiveness. The limitation period begins with the delivery of the subject matter of the contract (transfer of risk).
9.6 If the supplier fulfils its obligation of subsequent performance by means of a replacement delivery, the limitation period for the goods delivered as replacement shall start anew after their delivery, unless the supplier has expressly and appropriately reserved the right at the time of subsequent performance to make the replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship.
9.7 If we incur costs as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labour, installation, removal, material costs or costs for an incoming inspection that exceeds the usual scope, the supplier must bear these costs.
9.8 The supplier shall be responsible for the fault of its subcontractors as for its own fault.
10. Product liability and recall
10.1 In the event that a claim is made against us on the basis of product liability, the supplier shall be obliged to indemnify us against such claims if and to the extent that the damage was caused by a defect in the subject matter of the contract delivered by the supplier. In cases of fault-based liability, however, this shall only apply if the supplier is at fault. If the cause of the damage is the responsibility of the supplier, he must prove that he is not at fault.
10.2 In the cases of Clause 10.1, the supplier shall bear all costs and expenses, including the costs of any legal action.
10.3 In all other respects, the statutory provisions shall apply.
10.4 Prior to a recall action which is wholly or partly the result of a defect in the subject matter of the contract delivered by the supplier, we shall inform the supplier, give him the opportunity to cooperate and exchange views with him on efficient implementation, unless the information or participation of the supplier is not possible due to particular urgency. If a recall is the result of a defect in the subject of the contract delivered by the supplier, the supplier shall bear the costs of the recall.
11. Right of withdrawal and termination
11.1 In addition to the statutory rights of withdrawal, we are entitled to withdraw from the contract if a significant deterioration in the financial circumstances of the supplier occurs or threatens to occur and the fulfilment of a delivery obligation towards us is jeopardised as a result.
11.2 We are further entitled to withdraw from the contract if
- the supplier becomes insolvent,
- the supplier stops delivering,
- the supplier is threatened with insolvency according to § 18 InsO (German Insolvency Code) or if over-indebtedness of the supplier becomes apparent,
- an application is made by the supplier to open insolvency proceedings or comparable proceedings for the settlement of debts in respect of the assets or the business of the supplier, or
- if the opening of insolvency proceedings against the assets of the supplier is rejected due to lack of assets.
11.3 In the event of a continuing obligation, Sections11.1 and 11.2 shall apply by analogy with the proviso that an extraordinary right of termination without notice shall apply instead of the right of rescission.
11.4 If the supplier has performed a partial service, we are entitled to withdraw from the entire contract only if we have no interest in the partial service.
11.5 Insofar as we withdraw from the contract or terminate the contract due to the above contractual withdrawal or termination rights, the supplier shall compensate us for the damages resulting from this, unless it is not responsible for the emergence of the right to withdraw or terminate.
11.6 Statutory rights and claims shall not be limited by the provisions contained in this clause 11.
12. Performance of work
Persons who carry out work on the premises in fulfilment of the contract shall observe the provisions of the respective regulations. Liability for accidents that happen to these persons on the premises is excluded, insofar as this was not caused by intentional or grossly negligent breach of duty on the part of our legal representatives or vicarious agents.
Materials, parts, containers and special packaging ("provisions") provided by us against payment or free of charge remain our property. These shall only be used for their intended purpose. The processing and assembly of the supplies shall be carried out for us. It is understood that we are co-owners of the products made using our materials and parts which are kept for us by the supplier, in the proportion of the value of the supplies to the value of the whole product. We reserve the right to coownership of the products manufactured using our provision until complete fulfilment of our claims arising from the provision. The supplier is entitled to resell the products manufactured using our provision in the ordinary course of business subject to retention of title. The supplier hereby assigns to us all claims with ancillary rights to which he is entitled from the resale of these products in full. The assigned claims serve to secure our claims resulting from the provision. The supplier is entitled to collect the assigned claims. We may revoke the supplier's rights under this Section 13 if the supplier fails to properly fulfil its obligations towards us, defaults on payment, suspends payment, or if the supplier applies for the opening of insolvency proceedings or comparable proceedings for the settlement of their debts. We may also revoke the supplier's rights under this clause 13 if a material deterioration in the supplier's financial circumstances occurs or threatens to occur or if the supplier is insolvent or over-indebted. If the value of the securities existing for us exceeds the value of our claims by more than 10% in total, we will release securities of our choice at the request of the supplier.
14. Documentation and confidentiality
14.1 All business or technical information made available by us (including features which may be inferred from objects, documents or software handed over and other knowledge or experience) shall be kept secret from third parties as long as and to the extent that it is not demonstrably public knowledge and may only be made available in the supplier's own business to such persons who must necessarily be involved in its use for the purpose of delivery to us and who are also obliged to maintain secrecy; they remain our exclusive property. Such information - except for deliveries to us - may not be reproduced or used commercially without our prior written consent. Upon our request, all information obtained from us (including copies or records), including any items handed over on loan, must be returned to us or destroyed without delay. We reserve all rights to such information (including copyrights and the right to apply for industrial property rights such as patents, utility models, semiconductor protection, etc.). Insofar as these were made available to us by third parties, this reservation of rights also applies to these third parties.
14.2 Products made according to our designs, such as drawings, models and the like, or according to our confidential data, or with our tools or reconstructed tools, shall not be used by the supplier, nor offered or delivered to third parties. This also applies analogously to our print orders.
15. Export control and customs
15.1 The supplier is obliged to inform us of any licensing obligations or restrictions on (re-)exports of its goods in accordance with German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of its goods in its business documents and, for goods subject to licensing, to send the following information to the address einkauf(at)griffwerk.de in good time before the first delivery:
- Griffwerk article number (material number),
- Description of goods,
- All applicable export list numbers including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN),
- Trade origin of goods,
- Commodity code (HS code),
- A contact person in his company to clarify any queries.
15.2 The supplier is obliged to inform us immediately of any changes in the approval requirements of the goods delivered to us due to technical or legal changes or official findings.
16.1 Within the business relationship with us, the supplier undertakes not to offer or grant or to demand or accept advantages in business dealings or in dealings with public officials which violate applicable anti-corruption regulations.
16.2 The supplier undertakes not to enter into any agreements or concerted practices with other companies within the business relationship with us which have the purpose or effect of preventing, restricting or distorting competition in accordance with the applicable antitrust legislation.
16.3 The supplier assures to comply with the respective applicable laws regulating the general minimum wage and to oblige sub-suppliers commissioned by him to the same extent. Upon request, the supplier will provide evidence of compliance with the above assurance. In the event of a breach of the above assurance, the supplier shall indemnify us against claims by third parties and shall be obliged to reimburse any fines imposed on us in this connection.
16.4 In the event of a suspected breach of the obligations under Sections 16.1 to 16.4, the Supplier shall immediately clarify possible breaches and inform us of the clarification measures taken. If the suspicion proves to be justified, the supplier must inform us within a reasonable period of time of the internal measures it has taken to prevent future violations. If the supplier does not comply with these obligations within a reasonable period of time, we reserve the right to withdraw from contracts with him or to terminate them with immediate effect.
16.5 In the event of serious violations of the law by the supplier and in the event of violations of the regulations in Sections 16.1 to 16.3, we reserve the right to withdraw from existing contracts or to terminate them without notice.
17. Place of performance
17.1 The place of performance for all services by the supplier and by Griffwerk GmbH is the registered office of Griffwerk GmbH, unless otherwise agreed upon.
17.2 The transfer of rights and obligations of the supplier to third parties is only possible with the prior written consent of Griffwerk.
17.3 All legal relationships between the supplier Griffwerk shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
17.4 The exclusive place of jurisdiction for all disputes arising from the business relationship between the supplier and Griffwerk shall be the registered office of Griffwerk. Griffwerk is also entitled to take legal action at the supplier's headquarters and at any other permissible place of jurisdiction. Arbitration clauses will not be accepted.
18. Data protection
18.1 The processing of the customer's personal data is required to process the contract concluded with the supplier. Griffwerk processes the contact, delivery and invoice information of the supplier. Basis for the processing of the contract concluded between the parties (Art. 6 Para. 1 b EU Data Protection Regulation). Any further processing shall only be carried out within the framework of the legal basis or with the consent granted by the supplier.
19. General provisions
19.1 Should a provision of these terms and the further agreements made be or become invalid, this shall not affect the validity of the remaining provisions. The contract partners are obligated to replace the invalid term with a term that comes as close as possible to the economic purpose of the invalid term.
19.2 The contractual relations shall be subject exclusively to German law, with the exclusion of the conflict of laws provisions and the UN purchase law (CISG).
19.3 The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase shall be Ulm. The Ulm Local Court is responsible for proceedings before the local courts. We are also entitled to sue the supplier at our discretion at the court of its registered office or branch office or at the court of the place of performance.