General Our general terms and conditions of purchase as specified below shall apply exclusively to the business relationships and contractual relationships between the contractor (hereafter also “supplier”) and ASSKEA GmbH. Deviating conditions of the contractor are hereby expressly rejected, unless they have been acknowledged by us in writing. With the acceptance or performance of our order, the contractor acknowledges our terms and conditions, even if he has confirmed with his own terms and conditions. Our silence to any deviating terms and conditions of the contractor is never considered to be consent. Our terms and conditions shall also apply to future orders without any special further agreement.
Orders shall only be valid, if we have issued them in writing. In all cases telephone or verbal arrangements or agreements require the written confirmation by our purchasing department in order to be legally valid. If the supplier does not accept the order on our general terms and conditions of purchase within 14 days after receipt, we are entitled to revoke the order. Delivery call-offs as part of framework and/or individual agreements will become binding, if the supplier does not reject them at the latest within 10 days of receipt. Orders, delivery call-offs as well as any amendments and additions can also be communicated by remote data transmission (especially email) or by machine-readable data carriers.
The supplier must send an order confirmation to us. Amendments and/or additions to our order must be made in writing and must also be acknowledged by us in writing.
Delivery shall be at the risk of the supplier. The risk of any deterioration including the accidental destruction or loss shall remain with the supplier until delivery to us at our specified shipping address. Unless specifically agreed otherwise, the place of performance for the delivery obligation is the shipping address or point of use as specified by us. Each delivery shall be accompanied by a delivery note stating the order, item and batch numbers and the order date.
1. The supplier shall guarantee compliance with the agreed delivery dates. The delivery periods stated in the orders shall be binding. The decisive factor for compliance with the delivery date shall be receipt of the goods at our requested shipping address.
2. If the supplier identifies that the agreed dates cannot be met, he must immediately inform us of this in writing by stating the reasons and the length of the delay. The supplier may only refer to the absence of any necessary documentation to be delivered by us, if he has sent us a written reminder in this regard and did not receive the documentation immediately.
3. The supplier shall be liable for replacement of all direct and indirect damages caused by delay. Acceptance of the delayed delivery or service does not imply a waiver of any claim for compensation. If the agreed deadline dates are not complied with due to a circumstance for which the supplier is responsible, we shall be entitled, after the expiry of a reasonable grace period set by us, and without prejudice to further legal claims, at our discretion to either withdraw from the contract, to procure a replacement from a third party and/or to demand compensation for non-performance.
4. Force majeure, industrial action, official measures and other unforeseeable and serious incidents shall exempt the contractual partners for the duration of the disruption and to the extent of its impact on the performance obligations. The contractual partners shall commit, within reasonable bounds, to immediately notify each other of the disruption and to adapt their obligations in good faith to the changed circumstances.
5. In the event of a delivery earlier than agreed, we reserve the right to return the delivery at the expense of the supplier. If goods are not returned in the event of an early delivery, then the goods shall be stored with us until the delivery date at the cost and risk of the supplier. We will only accept partial deliveries after an explicit agreement. If partial deliveries have been agreed, the remaining quantity has to be listed.
Unless otherwise agreed, the supplier shall assume the costs for the prescribed or standard packaging. The legal requirements of the Packaging Ordinance in the currently valid version are strictly to be observed. The supplier shall be liable for damages caused by improper packaging.
The prices agreed shall be fixed prices. These prices shall include the costs of packaging, freight and transportation including insurance up to the delivery address specified by us.
Invoicing and payment
Invoices must be sent to us in single copy. The supplier can send the invoice either in paper form or electronically. All invoices must include our order number, the order date and the shipping date. Payments shall be made either within 14 days with 2% discount or within 30 days net after receipt of delivery according to clause 3 and receipt of the invoice.
The supplier shall be liable for ensuring that the general statutory provisions, regulations and other provisions associated with the delivery item are complied with; these must also include the provisions for the shipment of hazardous goods. The supplier shall also be liable for the observance and compliance with regulations on technical working equipment, VDE provisions, occupational health and safety provisions and the accident prevention regulations of the professional associations. Any necessary protection provisions shall be automatically delivered by the supplier at the same time and shall be included in the price. The supplier shall indemnify us from third-party claims for damages, which he or his sub-contractors or other official representatives have caused due to non-compliance with the above provisions or other regulations.
1. The supplier shall guarantee that all his items delivered and all his services performed comply with the latest generally accepted rules of technology, as well as with relevant legal provisions and the regulations and guidelines of authorities, professional associations and trade associations. Also to be taken into account are recommendations of these authorities and associations, which are due to become a provision within one year after the date of delivery.
2. If we are subject to a claim due to the infringement of official safety regulations or due to domestic or foreign legal product liability regulations due to a defect in our product, which is attributable to a product belonging to the supplier, we shall be entitled to demand compensation for this damage from the supplier to the extent that the damage is caused by his products.
3. The agreed specifications apply as guaranteed or as secured features of the delivery or service item.
4. The warranty period shall be 36 months, unless expressly agreed otherwise. It shall commence with the hand-over of the delivery item to us or to a third-party designated by us at the point of use prescribed by us. For devices, machines and systems, the warranty period shall commence on the date on which we sign the acceptance declaration. The warranty period for spare parts shall be one year after commissioning and shall end no later than two years after delivery.
5. The statute of limitations for warranty claims shall be 36 months after the hand-over of the delivery item to us or to a third-party designated by us at the point of use prescribed by us.
6. In the event of notified defects in the delivery/service during the guarantee/warranty period, which also include the non-performance of guaranteed data and the absence of assured features, upon request and at our discretion, the supplier must immediately remove the defective parts through a repair or exchange free-of-charge including all ancillary costs. Further claims, in particular claims for supplementary performance, mitigation and/or compensation shall remain unaffected. If the supplier does not fulfil his guarantee or warranty obligation within a reasonable period of time, then we shall be entitled to undertake the necessary measures or have them undertaken by third-parties at the cost and risk of the supplier, without prejudice to his obligation.
7. The supplier shall waive objection to the belated fault notification. § 377 HGB (German Commercial Code) shall be waived and we shall not be obliged to immediately inspect the delivery. An identified defect is notified in time, if we notify the supplier of this within 14 days after becoming aware of it.
The supplier shall indemnify us from any product liability claims in the internal relationship, even to the extent that we do not refer to the supplier as manufacturer. Legal disputes in these cases shall be carried out by us according to the instructions and costs of the supplier.
The supplier shall guarantee that the delivered goods as well as their distribution or use are free from any third-party domestic or foreign protective rights and that they do not infringe any other third-party rights. The supplier shall be obliged to indemnify us from any claims resulting from the infringement of protective rights in connection with goods supplied by him.
The supplier shall undertake, even after the termination of any business relationships, to treat our enquiries and orders plus all related commercial and technical details, in particular drawings, specification sheets and other development documents handed over by us to the supplier as strictly confidential and as a business secret. The same obligation shall also apply to subcontractors. The supplier as well as his subcontractors shall only be permitted to refer to the business relationships with us, if we have explicitly stated our consent to this in writing. Means of production such as models, patterns, shapes, tools, gauges, drawings and the like, which have been provided by us to the supplier or manufactured according to our specifications and at our expense by the supplier, as well as within the framework of a purchase order to the supplier for the handling and/or processing of the means of production provided by us free-of-charge, may not be disclosed without our consent to third parties or used for purposes other than those specified by us. The same shall apply to items manufactured using the aforementioned means of production as well as to means of production where we have assumed pro rata costs.
Material provisions, means of production
Material provisions shall remain, even if they are invoiced, the property of ASSKEA GmbH and are to be stored separately, clearly identified as property and managed as such. The supplier shall undertake the processing or transformation on our behalf. In the case of a combination, processing or mixing of our goods subject to retention of title with other goods, we shall acquire co-ownership of the newly manufactured goods in relation to the value of the supplied goods to the other goods. If the combination or mixing is carried out in such a manner that the goods from the supplier are regarded as the main item, then it is hereby agreed that the supplier will transfer the proportionate co-ownership to us; the supplier shall preserve the co-ownership for us. It shall only be permitted to use the supplied goods for our orders. The supplier shall compensate us for impairments or loss.
The supplier must in principle fulfil the order himself. Any performance by third parties shall require our written consent.
Storage of personal data
The supplier shall state his agreement for the storage of personal data to the extent that it is necessary for our computerized operations.
Place of performance and court of jurisdiction
Unless specifically agreed otherwise, the place of performance for the delivery obligation is the shipping address or point of use as specified by us; for all other obligations Gebesee.
The court of jurisdiction is Erfurt.
The law of the Federal Republic of Germany shall apply exclusively; the regulations of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Should individual parts of these terms and conditions of purchase be invalid, this shall not affect the effectiveness of the remaining provisions.