General Terms and Conditions of Purchase for goods and services supplied to Saarpor Klaus Eckhardt GmbH Neunkirchen Kunststoffe KG

These General Terms and Conditions of Purchase (“T&Cs”) apply to all of our business relations with our suppliers (“Suppliers”), provided they are entrepreneurs (Section 14 of the German Civil Code – BGB), legal entities under public law or special funds under public law. The T&Cs apply in particular to contracts concerning the purchase of movable objects (“Goods”), irrespective of whether the Supplier produces the Goods themselves or purchases them from suppliers (Sections 433, 650 of the German Civil Code).

 

1 Contract conclusion

 

1. Purchase orders will be placed on the basis of these T&Cs, which apply exclusively. Other, conflicting or supplementary terms and conditions, which we have not explicitly agreed to, will not become part of the contract even if we do not reject them explicitly. This requirement for our consent applies in every case, for example even if we accept the delivery from the Supplier unconditionally in the knowledge of their terms and conditions.
2. The version of these T&Cs, which is valid at the time of the purchase order or in any case most recently communicated in text form, will also apply as a framework agreement to all later purchase orders or contractual relations between the Supplier and us.
3. If our order is not confirmed by the Supplier in writing within five working days of receipt by them, then we will be entitled to cancel it.
4. Only purchase orders that we have issued in writing will be binding. Purchase orders placed verbally or on the telephone will require subsequent confirmation by means of a commercial letter of confirmation from us in order to be valid. Verbal ancillary agreements and amendments to the contract must likewise be confirmed in writing.

2 Prices, despatch, packaging

 

1. The agreed prices are fixed prices and shall exclude any additional charges of any kind. Costs for packaging, freight, postage, insurance and carriage which are customary in the industry as well as fees, customs clearance formalities and duty are included in these prices. All prices are quoted including statutory VAT unless this is shown separately.
2. Our purchase order number must be quoted on despatch notes, consignment notes and any correspondence.
3. Delivery notes and invoices must also include the following details

- our part number and description

- the Supplier’s delivery note number and date

- the delivered quantity in the ordered units of measure

4. Goods will be despatched at the Supplier’s cost and risk, carriage paid to the place of delivery. Pallet weight may not exceed 500 kg without our prior explicit agreement.
5. The obligation to take the packaging back will comply with statutory provisions.
6. We will have the statutory rights to set-off and retention and the right to claim non-performance of the contract. In particular, we will be entitled to withhold any payments that are due as long as we are entitled to claims arising from incomplete or defective performance against the vendor. The Supplier will only have a right of set-off or retention with respect to counterclaims which are not disputed or have been legally established.

3 Invoicing and payment

 

1. Invoices must be submitted to us in line with statutory provisions and with any other agreed details and documents, in the absence of other agreements after delivery; transmitting invoices to us electronically is permitted. Incorrect invoices will only be deemed to have been received by us at the time they have been corrected.
2. Payment will be made in the customary way and specifically with a 3% early payment discount up to 14 days after delivery/service and receipt of invoice, 2% early payment discount up to 21 days, or 30 days net. The later of the above dates will be authoritative for the beginning of the payment term.
3. Advance payments and partial payments will be made in accordance with the contract starting from a partial amount of €5,000.00 on presentation of a bank guarantee free of charge for us. The Supplier will issue a correct invoice for partial invoices.
4. We will not owe any interest after due date. The statutory provisions will apply in the event of default of payment.

 

4 Performance, delivery dates, default of delivery, force majeure

 

1. The Supplier is not permitted to have the performance they owe rendered by a third party (e.g. subcontractor) without our prior written approval. The vendor bears the procurement risk for their performance unless otherwise agreed on a case by case basis (e.g. restricted supplies).
2. The agreed delivery dates are binding. The receipt of the goods at the agreed place of delivery will be authoritative for compliance.
3. Unless otherwise agreed, deliveries will be made to the central goods-in department. Deliveries will be accepted on Mondays to Fridays from 8 am to 2 pm and on Fridays from 8 am to 12 pm.
4. If the Supplier realises that it will not be possible to keep an agreed date for any reason, then they must inform us of this in writing without delay, stating the reasons and the anticipated duration of the delay.
5. Force majeure (i.e. an extraordinary external event that is not yet foreseeable at the time the contract is concluded, the occurrence of which could not be prevented by the Supplier either) and lawful industrial action will release the Supplier from their obligation to supply for the duration of the disruption. The Supplier will be obliged to give us all of the information that can be reasonably expected without delay and to adjust their obligation to the changed circumstances in good faith. Should we no longer have any interest in the delivery due to the delay, then we will be entitled to withdraw from the contract with prior notice. If a case of force majeure occurs on our side, we will be released from our obligation to accept in accordance with the above provisions and the Supplier will then also be entitled to withdraw from the contract.
6. In the event of a default of delivery, we will be entitled to assert claims for damages and/or withdraw in accordance with statutory provisions.
7. If goods are delivered before the agreed date, we reserve the right to send them back at the Supplier’s cost. If we do not send the goods back in the event of early delivery, then the goods will be stored in our works at the Supplier’s cost and risk until the delivery date. The agreed delivery date alone will apply to payments.
8. Partial deliveries will only be accepted by explicit prior agreement.

5 Liability for defects

1. Obvious defects in the delivery such as deviating quantities, incorrect deliveries and obvious damage in transit, will be notified by us as soon as they have been discovered in accordance with the circumstances of the ordinary course of business. The complaint will be deemed to be on time if it is made within a period of five calendar days of receipt of the consignment. Complaints concerning other defects are to be made within five calendar days of their discovery.
2. The parties agree that a complaint is also raised correctly under the scope of the UN CISG if we notify the Supplier that the product is defective. However, we will submit a detailed description of the reasons for the non-usability within a reasonable period of time at the Supplier’s request.
3. The Supplier guarantees that their products have the agreed quality, in particular that they incorporate any specifications we have requested. Modifications strictly require prior written agreement.
4. We will be entitled to raise full statutory claims for defects including claims for damages and reimbursement of expenses.
5. If the Supplier does not meet the request to remedy the defect or supply a replacement within a reasonable period of time set by us, then we will be entitled to choose to remedy the defect ourselves and demand reimbursement of the expenses required to do so from the Supplier or to withdraw from the contract and/or claim damages in lieu of performance instead of or as well as withdrawing.
6. If the supplied products are used in a finished product which is sold to a consumer, we are entitled - in addition to the above and statutory rights arising from product defects - to a right of recourse in the appropriate application of these provisions against the Supplier in the event of a claim made by our buyer on the basis of Sections 445a, 445b, 478 of the German Civil Code. The above provisions will apply accordingly for the scope, content and statute of limitations.
7. The Supplier will comply with the regulations of the European Union and the Federal Republic of Germany in their deliveries such as the REACH Regulation (Regulation (EC) No 1907/2006), the German Act governing the Sale, Return and Environmentally Sound Disposal of Electrical and Electronic Equipment (ElektroG) as the national transposition of Directive 2002/95/EC (RoHS) and Directive 2002/96/EC (WEEE). The Supplier will inform us of any relevant modifications to the Goods, their deliverability, possible uses or quality brought about by statutory regulations, in particular the REACH Regulation, without delay and agree suitable measures with us on a case by case basis. The same applies accordingly as soon as any such changes will occur.

6 Product liability and liability insurance

1. If the Supplier is responsible for a product defect, they will be obliged to indemnify us against third party claims for damages. Within the scope of their indemnity obligation, the Supplier shall reimburse us for expenses in accordance with Sections 683, 670 of the German Civil Code arising out of or in connection with a third party claim, including any recall action we carry out. We shall inform the Supplier of the content and scope of recall actions - to the extent that it is possible and reasonable to do so - and give them the opportunity to comment.
2. The contractual partners will mutually inform and support each other in the event of legal defence.
3. The Supplier undertakes to take out reasonable product liability insurance for personal injuries and damage to property.

7 Industrial property rights and liability for defects in title

1. The Supplier gives their assurance that all deliveries will be free from third party rights and in particular, that no patents, licences or other third party property rights will be infringed by the delivery and use of the supplied products in the country of the agreed place of delivery and - to the extent the Supplier is aware of it - the intended country of use. This also relates to the safety, quality and environmental conditions for the supplied product.
2. The Supplier will indemnify us and our customers against third party claims arising from any infringements of property rights and bear all costs incurred by us in this context.
3. The Supplier will issue a long term supplier’s declaration for goods having preferential origin status in accordance with Council Regulation (EC) 1207/2001 (stating the product description and HS code) for their supplied Goods (with the first delivery). If this is not possible, the order confirmation and invoice must contain the remark “not originating goods” or “do not qualify for preference” (stating the country of origin and HS code). If there are any preferential and trade agreements between the Federal Republic of Germany and the country of origin of the Goods, then the delivery shall be accompanied by proof of origin documents certified by the competent authorities. All duties, charges and additional costs caused by incorrect proof of origin documentation or a lack thereof shall be borne by the Supplier.

4. Apart from the above, the provisions on liability for defects according to Section 5 of this agreement will apply to other claims based on defects in title.

8 Non-disclosure

1. The contractual partners undertake to treat all information that they become aware of within the scope of the business relations as confidential. In particular, they are obliged to keep all received illustrations, drawings, calculations, design sketches, models, CAD files and other documents and information strictly confidential. Their content may only be made accessible to third parties if there is explicit written consent.
2. The non-disclosure obligation will also continue to apply without limitation after the contract has been executed, it will likewise apply even if a contract does not come about.
3. Received documents must be handed back to the contractual partner without being asked to do so after the end of the business relationship.

 

9 Final provisions / quality assurance

1. Should any individual parts of these General Terms and Conditions of Purchase be or become void, the validity of the remaining provisions will not be affected. In this case, the void provision will be deemed to be replaced by such valid provision that is equivalent or as close as possible to the economic result the void provision was aimed at. The same shall apply mutatis mutandis in the event of a gap in the agreement.
2. We have the right to participate in internal approvals and tests carried out at the Supplier's factory during the manufacture of the products. All tests must be documented in each case. The provisions in the quality agreement and/or purchase order shall be authoritative.
3. The Supplier is not entitled to pass on the order or essential parts of the order or to assign receivables to third parties outside of an extended or enhanced retention of title without prior written consent.
4. If the Supplier suspends payments, if an application is made for insolvency proceedings or if such are initiated or if an out of court debt settlement is reached with regard to the Supplier’s assets, then we are entitled to cancel the contract without notice.
5. The place of fulfilment, including within the scope of supplementary performance, and place of jurisdiction shall be our place of business unless otherwise agreed in the order confirmation.
6. German law shall apply exclusively to all legal relations between the parties.
7. The contractual language is German. If another language is used alongside, the German wording shall take precedence.                                                                                              

Revised 8/2021