General Terms and Conditions
General Conditions of Purchase of Golden Gompound GmbH
- 1 Contract
- All orders of the customer are made exclusively on the basis of these general conditions of purchase. Other conditions, in particular sales conditions or delivery conditions of the supplier are not part of the contract, even if the customer does not expressly object to them. These general purchasing conditions also apply to all subsequent orders or contractual relationships between the supplier and the customer.
- If the order of the purchaser is not confirmed in writing within 5 working days after receipt, the orderer is entitled to the cancellation.
- Only orders placed in writing are binding. Orders placed orally or by phone require the subsequent confirmation by a confirmation letter from the orderer. Oral side agreements and changes to the contract shall also be confirmed in writing.
- 2 Offer and conclusion of contract
- The supplier must comply with the orders, tenders and any drawings specified or approved by the orderer in terms of quantity, quality and design. He must expressly inform the purchaser in writing of any intended or existing deviations. Deviations require the written consent of the purchaser.
- Orders require no special form to be effective. They can be given in writing or orally. In case of verbal orders, the supplier must indicate the name of the orderer on the delivery note and invoice.
- 3 Prices, Shipment, Packaging
- The agreed prices are fixed prices and exclude additional claims of all kinds. Costs for packaging and transport as well as for customs clearance and customs duties are included in these prices. If the cost price of the supplier changes by more than 10%, without this being foreseeable for the parties, each party is entitled to demand a renegotiation of the prices. However, the purchaser is not obliged to accept changed, especially higher prices, unless the prerequisites for a discontinuation of the business basis (§313 BGB) exist.
- Shipping notes, bills of lading, invoices and all correspondence must contain the order number of the purchaser.
- Shipping is at the expense and risk of the supplier free agreed place of delivery.
- The obligation of the supplier to back packaging is subject to the legal provisions.
- 4 Invoices and payment
- Invoices are to be submitted with all agreed information and documents, in the absence of agreement with the usual, after successful delivery. Incorrectly submitted invoices shall only be considered as submitted to customer from the moment of rectification.
- Payment shall be made using the normal commercial arrangements and within 30 days net. Decisive for the beginning of the payment periods is the respective later date. In the case of a check payment, the payment is deemed to have been effected upon receipt of the check by the supplier.
- 5 Delivery dates, delayed delivery
and force majeure
- The agreed delivery dates are binding and must be strictly adhered to by the supplier. Decisive for compliance is the receipt of goods at the agreed place of delivery.
- If it becomes apparent that an appointment will be exceeded, the supplier must immediately inform the customer in writing about the reason and the expected duration. Irrespective of this, exceeding of delivery date triggers the consequences of default. In urgent cases, in particular in order to avoid a loss of production or with regard to own delivery obligations, the purchaser is entitled to stock up elsewhere at the expense of the supplier without further ado.
- Force majeure and labor disputes release the contractual partners from their obligation to perform for the duration of the disruption. The contractual partners are obliged to provide the required information without delay and to adapt their mutual obligations to the changed circumstances in good faith. Should the customer no longer be interested in the delivery due to the delay, the customer is entitled to withdraw from the contract after prior notification.
- In case of delay in delivery, the purchaser is entitled to demand compensation and/or to withdraw from the contract in accordance with the legal requirements.
- In the event of earlier delivery than agreed, the purchaser reserves the right to return the goods at the supplier’s expense. If no return takes place in case of premature delivery, the goods shall be stored at the expense and risk of the supplier until the delivery date. For the payment only applies the agreed delivery date.
- Partial deliveries will only be accepted by express prior agreement.
- 6 Liabilities for defects
- Obvious defects in the delivery, particularly quantity discrepancies and obvious transport damage, shall be notified by the purchaser as soon as they have been established in accordance with the circumstances of a proper course of business. The complaint is considered to be timely if it is made within a period of 5 working days after receipt of the delivery. Other defects must be reported within 5 working days after their detection.
- The parties agree that a complaint is also duly made under the UN Sales Convention if the customer informs the supplier that the product is defective. However, the purchaser will provide a detailed explanation of the reasons for non-usability at a reasonable time upon request of the supplier.
- The supplier guarantees that his products have the agreed quality, in particular the specification demanded by the customer. Changes and deviations basically require prior agreement.
- The purchaser is fully and unrestrictedly entitled to statutory claims for defects, including claims for damages and reimbursement of expenses.
- If the supplier does not comply with the request for rectification of defects or replacement within 10 working days at the latest, the rectification of defects shall be deemed to have failed; in this case, the customer is entitled to withdraw from the contract without further ado and to claim damages instead of performance.
- To the extent that the products supplied are used in a final product which is sold to a customer, the purchaser in the event of a claim by its customers as a result of sections §§478, 479 BGB has a right of recourse in the appropriate application of these provisions against the supplier. Sections 478, 479 of the BGB apply accordingly to scope, content and limitation.
- 7 Product liability,
liability insurance protection
- If the supplier is responsible for damage to a product, he is obliged to exempt the purchaser from third parties upon initial request.
- Buyer and supplier will inform and support each other in the legal defense.
- The supplier undertakes to conclude an appropriate product liability insurance.
- 8 Property rights and liability for
- The supplier guarantees that all deliveries are free from third party rights and that any patents, licenses or other industrial rights of third parties in the country of destination and – as far as known to the supplier – in the intended country of application are not violated, in particular by means of the delivery and utilization of the goods delivered.
- The supplier exempts the purchaser and his customers from all claims of third parties based on proprietary rights and bears all costs incurred by the purchaser in this connection.
- Otherwise, the regulations on liability for defects acc. §6 of this contract apply for other claims due to defects in title.
- 9 Obligation of secrecy
- The contracting partners commit to treat as confidential all information that they receive in the context of the business relationship. In particular, they are obliged to keep strictly confidential all received utility models, know-how, production- and manufacturing-related knowledge, recipes, formulas and other documents and information. Their content may only be made accessible to third parties with the express written consent.
- The obligation to maintain secrecy shall continue to apply indefinitely even after the execution of this contract, even in the event that a contract is not concluded.
- Documents received must be returned to the other party, including all copies, unsolicited after the end of the business relationship; files have to be finally destroyed, if their return is not possible.
- 10 Final provisions
- These conditions apply to legal relations with entrepreneurs.
- Should individual parts of these general conditions of purchase be or become invalid, the validity of the remaining provisions shall not be affected.
- The supplier is not entitled to forward the order or essential parts of the order to third parties without prior written consent or to assign claims outside of a prolonged or extended retention of title.
- If the supplier discontinues the payments, if insolvency proceedings are instituted or opened against his assets or if an out-of-court debt settlement procedure is instituted over the assets of the supplier, the purchaser is entitled to terminate the contract without notice, if the application is not withdrawn within 4 weeks.
- Place of fulfillment and place of jurisdiction is the place of business of the purchaser, provided that the order confirmation does not state otherwise.
- German law applies to all legal relationships between the parties.
- The contract language is German. If another language is used next to it, the German wording has priority.
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