T&Cs
General terms
General Purchasing Terms and Conditions of Weisser + Griesshaber GmbH
Last revised: August 25, 2014
1. General information - Scope of application
(1)
Our general purchasing terms and conditions are also applicable to contracts for services and contracts for work and materials.
(2)
Our general purchasing terms and conditions apply exclusively; we do not recognize terms and conditions of the supplier which contravene or deviate from our purchasing terms and conditions, unless we have explicitly consented to them in writing. Our general purchasing terms and conditions also apply when, in the knowledge of the supplier‘s terms and conditions which contravene or deviate from ours, we accept the delivery of the supplier without reservation.
(3)
All agreements made between us and the supplier for the purpose of executing this contract must be documented in writing.
2. Offer - Offer documentation
(1)
The supplier is obligated to accept our order within a period of 2 weeks. Until the receipt of the declaration of acceptance from the supplier, we have the right to withdraw orders at any time.
(2)
We reserve ownership rights and copyrights for illustrations, drawings, calculations and other materials. They are to be used exclusively for production based on our order; upon completion of the order, they must be returned to us without further request. These materials may not be made accessible to third parties and must be kept secret from them. Before passing such materials on to third parties, the supplier must obtain our explicit written consent.
(3)
Cost estimates drawn up by the supplier are binding and will not be remunerated by us.
3. Prices - Delivery and payment terms
(1)
The price listed in the order is binding. Unless another written agreement has been made, the price includes delivery duty paid, including packaging and insurance. The return of the packaging requires a separate agreement.
(2)
If no other agreement has been made, the legally applicable value-added tax will be added.
(3)
We can process invoices only if these specify the order number in accordance with the specifications listed in our order. The supplier is responsible for all consequences arising from non-compliance with this obligation.
(4)
Insofar as no other written agreement has been concluded, we will pay the purchase price within 14 days, calculated from the delivery and receipt of invoice, with a 3% discount or within 30 days net.
(5)
The payment period begins as soon as the delivery or service has been completed and the properly issued invoice has been received. The deduction of a discount is also permissible when we offset or withhold payments in appropriate amounts due to defects; in this case the payment period begins upon complete remediation of the defects.
(6)
We have the right to offset and withhold payments within the applicable legal scope.
(7)
Extra or short deliveries of any scope are permissible only if this has been separately and explicitly agreed when establishing the order quantity.
4. Delivery period
(1)
The delivery period specified in the order is binding.
(2)
The supplier is obligated to inform us in writing without delay if circumstances arise or become apparent to him which would prevent compliance with the agreed delivery period.
(3)
If the promised delivery periods are not complied with, we are entitled, without prejudice to further legal rights, to withdraw from the order and/or to demand compensation for damages and/or to procure substitutes from a third party.
(4)
The acceptance of a late delivery or service does not mean that we waive any claims to compensation for damages.
(5)
In the case of delays in delivery, we have the right to demand lump-sum compensation for the delay in the amount of 0,5% of the value of the delivery per full week of delay, but not more than 5%; we reserve the right to pursue further legal claims. The supplier has the right to prove to us that no damage or considerably less damage has occurred as a consequence of the delay.
(6)
Insofar as we delay acceptance or payment of debts, the compensation which the supplier may claim is limited to a maximum of 0.5% of the delivery value per week completed, insofar as the default is not due to malicious intent or gross negligence.
5. Transfer of risk - Documentation
(1)
The risk shall pass to the buyer when tendered.
(2)
The supplier is obligated to specify our exact order number on all shipping documents and delivery notes; should he fail to do this, delays in processing are unavoidable, and we are not responsible for these.
6. Defect inspection - Warranty
(1)
Upon receipt of the goods, we will inspect the goods for obvious defects, identity, short quantities and transport damage. We are not obligated to perform any further inspections. A complaint is timely when it is received by the supplier within a period of 14 working days after handover of the goods. The supplier will waive objections to a late complaint regarding defects.
(2)
We are entitled to the full extent of the legal warranty claims; regardless of this, we have the right to demand remediation of defects or delivery of goods free of defects at our discretion. In this case the supplier is obligated to bear all costs, particularly transport, travel, work and material costs, related to the remediation of defects. The right to complete compensation for damages remains explicitly reserved.
(3)
We can carry out rectification of defects ourselves without setting a period for this purpose at the expense of the supplier, if immediate rectification is in our special interest in order to avoid our own default or for other reasons of urgency.
(4)
If a redhibitory defect appears within 6 months of delivery, it will be assumed that the redhibitory defect was already present at the time of transfer of risk, unless this assumption is not compatible with the type of defect.
(5)
If we take back products manufactured and/or sold by us as a consequence of the defects in the object of the contract delivered by the supplier or if claims are asserted against us for this reason, we are entitled to the full extent of legal recourse in accordance with Sections 478 and 479 of the German Civil Code.
(6)
The warranty period is 3 years, and 5 years for construction materials in the sense of Section 438 (1) No.2 b) of the German Civil Code.
7. Joint and several liability
(1)
Insofar as the supplier is responsible for product damage, he is obligated to indemnify us against claims for compensation for damages filed by third parties upon initial request insofar as the cause is found to be under his control and organization and he is liable in the context of his rights and duties to third parties.
(2)
The supplier undertakes to maintain product liability insurance with appropriate coverage for personal injury and damage to property. However, our claims to compensation for damages are not limited to the amount of this coverage.
8. Industrial property rights
(1)
The supplier is responsible for ensuring that no rights of third parties are infringed in conjunction with his delivery.
(2)
If a claim is filed against us by a third party for this reason, the supplier is obligated to indemnify us against this claim upon our first written request; we are not entitled to conclude any agreements, in particular any settlements, with the third party without the consent of the supplier.
(3)
The obligation to indemnify us applies to all expenses which are necessarily incurred by us or in connection with the claim asserted by a third party.
9. Provision of materials - Tools - Reservation of ownership
(1)
Insofar as we provide parts to the supplier, we reserve the ownership thereof. Processing or alteration by the supplier will be performed on our behalf. If the conditional goods are processed using other objects not belonging to us, we acquire co-ownership of the new product in the ratio of the value of our good to the other processed objects at the time of the processing.
(2)
If the objects provided by us are inseparably combined with objects not belonging to us, we acquire co-ownership of the new product in the ratio of the value of the conditional goods to the other combined objects at the time of combination. If the combination ensues in such a fashion that the product of the supplier is considered to be the primary good, it is agreed that the supplier will transfer co-ownership to us on a pro rata basis; the supplier will safeguard the sole or co-ownership for us.
(3)
We reserve the right to ownership of tools; the supplier is obligated to use the tools exclusively for manufacturing the goods ordered by us. The supplier is obligated to insure the tools belonging to us against fire, water damage and theft at his own expense for the reinstatement value. The supplier is obligated to carry out any required maintenance and inspections at his own expense in timely fashion. He must immediately inform us of any malfunctions; if he fails to do this culpably, claims to compensation for damages remain unaffected.
(4)
Products made according to documentation and materials produced by us such as drawings, models and similar things, or according to our confidential specifications or with our tools may not be used by the supplier nor offered nor delivered to third parties.
10. Jurisdiction - Place of performance
(1)
Insofar as the supplier is a merchant, the court of jurisdiction is Villingen-Schwenningen. However, we are also entitled to sue the buyer at the court in his domicile.
(2)
Unless otherwise agreed in writing, the place of performance is Moenchweiler. The laws of the Federal Republic of Germany apply exclusively to this contract. The regulations of the United Nations Convention on the International Sale of Goods are excluded.
General Terms and Conditions of Sale of Weisser + Griesshaber GmbH
Last revised: August 25, 2014
1. General information - Scope of application
(1)
Our general purchasing terms and conditions are also applicable to contracts for services and contracts for work and materials.
(2)
Our general terms and conditions of sale apply exclusively; we do not recognize terms and conditions of the ordering party which contravene or deviate from our terms and conditions of sale, unless we have explicitly consented to them in writing. Our general terms and conditions of sale also apply when, in the knowledge of the ordering party‘s terms and conditions of sale which contravene or deviate from ours, we carry out the delivery to the ordering party without reservation.
(3)
All agreements made between us and the ordering party for the purpose of executing this contract must be documented in writing.
2. Offer - Offer documentation
(1)
If the order of the customer is to be qualified as an offer in accordance with Section 145 of the German Civil Code, we can accept it within 4 weeks. Our offers are always subject to change without notice.
(2)
We reserve ownership rights and copyrights for illustrations, drawings, calculations and other materials; they may not be made accessible to third parties. Before passing such materials on to third parties, the ordering party must obtain our explicit written consent.
(3)
Descriptions of our products are merely quality specifications and do not in any way guarantee the quality of the goods.
3. Tools - Devices, etc.
(1)
Tools, devices and similar equipment which are manufactured or procured for production according to the documentation of the ordering party remain our property even if these are paid for in whole or in part by the ordering party.
4. Prices - Payment terms - Default
(1)
Insofar as this is not otherwise specified in the order confirmation, our prices apply „ex works“, excluding packaging; this will be invoiced separately.
(2)
The legally applicable value-added tax (VAT) is not included in our prices; it will be listed separately in the invoice in the legally required amount on the date of issuance of the invoice.
(3)
The deduction of discounts requires a separate written agreement.
(4)
Insofar as this is not otherwise specified in our order confirmation, the purchase price for injection molding parts is due immediately after receipt for payment net (without deduction). For molds, 1/3 of the payment is due after the completion of the design, 1/3 after the presentation of the initial sample and 1/3 after sample approval, without deduction in each case. The ordering party is in default if he does not pay due payments at the latest 30 days after receipt of an invoice or equivalent requests for payment. We reserve the right to effect the default at an earlier point in time by issuing a reminder after the due date. Deviating from Sentences 1 and 2, the ordering party is in default if it is agreed that the purchase price should be paid by a certain calendar date or date to be agreed, and the ordering party does not pay by this date.
(5)
If the ordering party defaults on payment, we are entitled to demand default interest in the amount of 9% above the applicable base interest rate per year. If we are able to prove greater damage caused by delayed performance, we are entitled to assert a claim in this regard.
(6)
The ordering party may exercise offset rights only when his counterclaims have been established as legally enforceable, are undisputed or are acknowledged by us. Furthermore, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
5. Delivery period
(1)
All technical issues must be clarified before the delivery period specified by us begins. Unless otherwise agreed, a delivery period specified by us is not binding.
(2)
Should we delay performance for reasons for which we are responsible, the liability for compensation by simply negligence for property damages and financial losses which are a direct consequence of the delayed delivery is limited to the amount of the foreseeable damage.
(3)
If the ordering party allots a reasonable grace period to provide performance after we have already delayed performance, he is entitled to cancel the contract if performance is not completed within this allotted grace period. If performance has not been completed within a reasonable allotted grace period, the ordering party is obligated, within a period of two weeks upon completion of the grace period, to declare whether he will cancel the contract or continue to demand performance.
(4)
Insofar as we are liable for compensation for damage beyond this instead of performance, claims are limited in the case of ordinary negligence to the amount of the foreseeable damage.
(5)
In cases of ordinary negligence, we are never liable for consequential damages due to delayed performance or non-performance, in particular for lost profit of the ordering party or other production stoppage costs.
(6)
Compliance with our obligation to deliver requires the timely and proper fulfillment of the obligations of the ordering party.
(7)
If the ordering party delays acceptance or breaches other cooperation obligations, we are entitled to demand compensation for damage incurred, including any additional expenses. In this case the risk of accidental destruction or accidental deterioration of the purchased good is transferred to the ordering party at the point in time in which he delays acceptance.
6. Transfer of risk
(1)
Unless otherwise specified in the order confirmation, delivery is agreed „ex works“. The risk is transferred to the ordering party when the delivery object has left the factory, even in cases in which partial deliveries are made or we have covered other services, e.g. shipping costs or delivery and installation. Insofar as acceptance is to be performed, this is decisive for the transfer of risk. The acceptance must be carried out without delay on the date agreed for acceptance, alternatively after our notification of readiness for acceptance. The ordering party may not refuse the acceptance in the case of the presence of a minor defect.
(2)
If shipping and/or acceptance is delayed or does not occur due to circumstances beyond our control, the risk is transferred to the ordering party from the date of notification of readiness for shipping and/or acceptance.
(3)
Partial deliveries are permissible insofar as these are reasonably acceptable for the ordering party.
(4)
Insofar as the ordering party desires this, we will provide transport insurance for the delivery; any costs incurred in this regard will be borne by the ordering party.
7. Warranty for defects - Warranty period
(1)
The warranty rights of the ordering party require that the ordering party has properly fulfilled his inspection and complaint obligations pursuant to Section 377 of the German Commercial Code.
(2)
Insofar as there is a defect in the good for which we are responsible, we are entitled to remedy the defect or to deliver a good free of defects at our discretion.
(3)
If we are not prepared or not able to remedy the defect or to replace the defective good, in particular if this is delayed beyond reasonable periods for reasons for which we are responsible, or if the remediation of defects or the replacement delivery does not work for any reason, the ordering party has the right to cancel the contract or to demand an appropriate reduction in the purchase price at his discretion. If performance has not been completed within a reasonable allotted grace period, the ordering party is obligated, within a period of two weeks upon completion of the grace period, to declare whether he will cancel the contract or continue to demand performance.
(4)
Insofar as nothing different is specified below, further claims of the ordering party - regardless of the legal grounds - are excluded. We therefore are not liable for property damages and financial losses which did not occur to the delivery object itself; in particular we are not liable for lost profit or other economic losses of the ordering party. Insofar as there is a liability for such damage, claims to compensation for damage are limited to the amount of the foreseeable damage.
(5)
The above warranty disclaimer does not apply insofar as the cause of damage is based on malicious intent or gross negligence. It further does not apply if we have assumed a warranty for a certain quality of the good and this quality is lacking.
(6)
Insofar as we slight negligently violate fundamental contractual obligations, our liability is limited to the foreseeable damage. Insofar as claims for damages are asserted, which are covered under our business liability insurance or product liability insurance, our obligation to provide compensation is limited to the provision of compensation by this insurance.
(7)
The warranty period is 1 year, calculated from the delivery of the good. This period is a period of limitation and also applies to claims for compensation for consequential damages due to defects, insofar as no claims are asserted based on unlawful acts.
8. Securing the right to retention of ownership
(1)
We retain ownership of the purchased good until receipt of all payments from the business relationship with the ordering party. For each action of the ordering party in violation of the contract, in particular default on payment, we are entitled to exercise our legal rights and to take back the purchased goods. After taking back the purchased goods, we are authorized to utilize them. The proceeds realized from the utilization thereof will be applied to the debts of the ordering party - minus reasonable utilization costs.
(2)
In the case of attachments or other interventions by third parties, the ordering party must inform us in writing without delay, so that we can file suit in accordance with Section 771 of the German Code of Civil Procedure. Insofar as the third party is unable to reimburse us for the court and out-of-court costs of such a lawsuit in accordance with Section 771 of the German Code of Civil Procedure, the ordering party is liable for the losses we have incurred.
(3)
The ordering party has the right to resell the purchased goods in orderly business transactions; however, at this point the ordering party already assigns to us all claims in the amount of the final invoice amount (including the V.A.T.) owed to us which may arise from the resale against his buyers or third parties, regardless of whether the purchased goods are resold without or after further processing. The ordering party is entitled to collect this debt even after the assignment to us. Our right to collect the debt ourselves remains hereby unaffected. However, we undertake not to collect the debt, as long as the ordering party meets his payment obligations arising from the proceeds received, does not default or delay payment and in particular as long as there is no application to open insolvency proceedings or payment has been stopped. However, if this is the case, we can demand that the ordering party informs us of the assigned debts and the corresponding debtors, provides all information required to collect the debts and hands over the accompanying documentation to us.
(4)
The processing or remodeling of the purchased goods by the ordering party will always be undertaken for us. If the purchased goods are processed using other objects not belonging to us, we acquire co-ownership of the new product in the ratio of the value of the purchased good to the other processed objects at the time of the processing. For the product developed through such processing, the same applies to the purchased goods delivered subject to reservation.
(5)
We undertake to release the securities owed to us upon request of the ordering party insofar as the realizable value of our securities exceeds the claims to be secured by more than 5%; we are responsible for selecting the security to be released.
9. Jurisdiction - Place of performance
(1)
Insofar as the ordering party is a merchant, the court of jurisdiction is Villingen-Schwenningen. However, we are also entitled to sue the ordering party at the court in his domicile.
(2)
Unless otherwise specified in the order confirmation, the place of performance is Moenchweiler.
(3)
This contract is subject exclusively to the laws of the Federal Republic of Germany.