Standard Terms and Conditions of Purchase
§1 General provisions/Scope of application
- Our Standard Terms and Conditions of Purchase shall apply exclusively; any conflicting terms and conditions of suppliers or terms and conditions of suppliers which deviate from our Standard Terms and Conditions of Purchase shall not be recognised by us, unless we expressly agree to their application in writing. Our Standard Terms and Conditions of Purchase shall even apply if we accept the delivery of the supplier without reservation in the awareness of conflicting terms and conditions of the supplier or terms and conditions of the supplier deviating from our Standard Terms and Conditions of Purchase.
- All agreements entered into between us and the supplier in view ofthe execution of this agreement shall be laid down in writing in this agreement
- Our Standard Terms and Conditions of Purchase shall only apply to merchants within the meaning of § 310 BGB (German Civil Code).
- Our Standard Terms and Conditions of Purchase shall also apply to allfuture transactions with the supplier.
The supplier shall be obliged to accept our order within a period of 1 week. Our order and warehouse numbers must be mentioned on such confirmation.
§3 Prices/Terms of payment
- The price stated in the order shall be binding. In the absence of any deviating written agreement, the price shall be based on free delivery including packaging.
- Invoices shall only be processed if they state the order and warehouse numbers in accordance with the statements in our order; the supplier shall be responsible for all consequences resulting out of failure to comply with this obligation unless he proves that he is not responsible for such consequences. The invoice may not be enclosed with the delivery.
- We shall pay the purchase price within 14 days of receipt of the invoice and delivery, subject to a discount of 3 %, net within 60 days.
- We shall have rights of offsetting and retention as stipulated by the applicable laws.
§4 Period of delivery
- The period of delivery stated in the order shall be binding.
- The supplier shall be obliged to inform us without delay in writing if circumstances occur or become identifiable from which it results that the stated period of delivery cannot be observed.
- In the event of late delivery, we shall be entitled to the applicable statutory claims.
§5 Delivery/Passing of risk
- The supplier shall be obliged to add to each delivery a delivery note issued on the day of delivery, stating our order and warehouse number of the delivery in a sealed envelope; if he fails to do so, delays in processing shall not be answerable by us.
- Unless otherwise agreed in writing, the delivery must be made free.
§6 Inspection for defects/Warranty
- We shall be obliged to check the goods within an appropriate period of time for any deviations in terms of quality and quantity; the notification of defects shall be deemed to be in time if it is received by the supplier within a period of 5 working days, calculated from receipt of the goods or in the case of hidden defects, from their discovery.
- We shall be entitled to the full statutory warranty claims; regardless of the foregoing, we shall be entitled to have the defects remedied at the expense of the supplier in urgent cases.
- Insofar as our liability is excluded or restricted, this shalI also apply to the personal liability of our employees, workers, collaborators, representatives and persons employed in the performance of our obligations.
§7 Retention of title
- We reserve title to the subject matter of the purchase pending receipt of all payments under the commercial relationship with the orderer. In the event of actions – by the orderer which are contrary to the agreement, and more particularly. In the case of default in payment, we shall be entitled to rescind the agreement without allowing any additional period of time and to take possession of the subject matter of the purchase. After taking back the subject matter of the purchase, we shall be entitled to dispose of it and the selling proceeds shall be offset against the liabilities of the orderer after deduction of appropriate selling costs.
- The orderer shall be entitled to sell on the subject matter of the purchase in the ordinary course of business. He shall, however, already at this point assign all accounts receivable in the amount of the final amount of the invoice which acme to him under the reselling against his purchasers or third parties. After the assignment the orderer remains entitled to collect these accounts receivable. Our entitlement to collect the accounts receivable ourselves shall remain unaffected.
- We undertake to release the collaterals to which we are entitled at the request of the orderer insofar as the value of our collateral does not exceed the accounts receivable to be guaranteed by more than 20 %; the choice of the collateral to be released shall be ours.
$8 Claims at risk
If, after the conclusion of the agreement, we become aware of circumstances which establish doubts in respect of the solvency or readiness to pay of the orderer, we can refuse delivery until the orderer has paid or furnished a corresponding collateral. If we have sent reminders in respect of claims due twice without success, we shall be entitled to demand immediate payment in cash for all liabilities or request corresponding collaterals and refuse further deliveries under agreements already entered Into.
§9 Place of jurisdiction/place of performance, applicable German law
- Unless otherwise stipulated in the confirmation of order, our registered office in Murrhardt shall be the place of performance.
- Our registered office shall be the place of jurisdiction; we shall, however, be entitled to sue the orderer at the place of jurisdiction of his residence, too.
- This agreement shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on the international saIe of goods.
Witte + Sutor GmbH Steinberger Straße 6 71540 Murrhardt – Germany Tel.: +49 (0) 7192 / 92 92 – 0 E-Mail: firstname.lastname@example.org
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