§ 1 Scope of application, orders
1.1 These general purchasing terms shall apply to the deliveries and services of the supplier unless different agreements have been reached expressly.
1.2 General terms and conditions of the supplier shall not apply even if they are not objected to expressly from case to case or if the deliveries or services have been performed without reservation.
1.3 Any orders, modifications of and supplements to the orders and their acceptance shall require written form. Written form shall be maintained by submission by telecommunication, in particular by telefax, provided that the copy of the signed declaration of acceptance is submitted.
1.4 The orderer shall have the right to revoke an order free of charge if the supplier does not confirm it unchanged within two weeks of receipt.
§ 2 Deadlines, delivery, subcontracts
2.1 Agreed deadlines shall be binding. Receipt of goods or completion of the service at the orderer's site or at the site of delivery/performance named shall be relevant for compliance with the deadlines. The supplier shall consider freight transport times.
2.2 The supplier shall report any delay that becomes evident in writing without delay.
2.3 Partial, advance, over- or underdeliveries shall require the orderer's advance written consent.
2.4 In case of default, the supplier commits to paying a contractual penalty at 1.0 % of the contractual value for the delivery or service in default for every completed week, up to a maximum of 5 % of the net contractual value of the order. The assertion of any additional damage shall not be excluded. The orderer may assert the contractual penalty until the final payment even if the orderer has not reserved the assertion when accepting the delivery or service.
2.5 Subcontracts for the entire delivery or service or essential parts of it must only be issued with the orderer's consent, except where delivery of components and materials that are common on the market is concerned exclusively.
§ 3 Passing of risk, Complaint of defects
3.1 The supplier shall bear the risk until receipt of the goods or acceptance of the service by the orderer or at the place of delivery/performance named by the orderer.
3.2 The orderer shall review the shipments without delay after delivery for obvious defects and transport damage and shall report these in writing within two weeks. The orderer shall report any other defects that are found according to the situation of a proper course of business in writing within an appropriate period of time. In this respect, the supplier shall waive the objection of neglected inbound inspection and delayed reporting of defects.
§ 4 Warranty
4.1 The supplier warrants that all deliveries and services comply with the recognised rules of the art, the safety provisions and quality requirements, are free of defects of design, material and craftsmanship, correspond to the relevant statutory and authority provisions at the time of passing of risk and have the agreed technical data.
4.2 The orderer shall be due the statutory warranty rights unreduced. The election right between removal of defects and re-delivery or new performance shall in any case be due to the orderer.
4.3 In urgent cases (in particular danger to the operating safety or avoidance of higher damage) in which removal of defects by the supplier is not possible in time and in case of supplier's default of removal of defects, the orderer shall have the right to remove the defect directly or through third parties and to demand reimbursement for the required expenses.
4.4 The supplier shall bear the costs verifiably caused by a defective delivery or service, in particular costs for installation and removal, material costs and transport costs. The supplier, who is not only an interim dealer, shall be liable for defects of his deliveries/services even where no fault applies.
4.5 The supplier shall release the orderer from any claims third parties may assert against the orderer due to any violation of third-party rights in connection with the deliveries or services. He shall reimburse the necessary expenses to the orderer that result for him from or in connection with the asserted claim. This shall not apply if the supplier is not at fault for the violation.
4.6 The period of prescription for any claims and rights of the orderer for defects shall be 24 months after commissioning at the site of the orderer's customer, but no more than 30 months from the passing of risk. The period of prescription for any parts newly delivered or improved by way of subsequent performance shall commence anew regarding the same case of defects. Any longer statutory periods of prescription shall not be affected.
§ 5 Termination
5.1 The orderer may terminate the contract with immediate effect if insolvency proceedings are applied for regarding the supplier's assets or if the supplier ceases his payments.
§ 6 Spare parts
6.1 The supplier shall ensure that spare parts for his deliveries can be delivered at appropriate conditions for a period of 10 years. If he intends to cease supplying such spare parts during this period, he shall inform the orderer of this without delay and shall enable him to place a last order.
§ 7 Secrecy, data privacy
7.1 The supplier shall treat any commercial and technical details that are not generally known and that become known to him through the business relationship confidentially, and must not pass these on to any third parties.
7.2 The orderer notes that he saves data of the supplier based on the Federal Data Privacy Act.
§ 8 General Provisions
8.1 The supplier must only assign any of his claims from the contractual relationship with the orderer's consent.
8.2 The place of performance is the site of delivery/performance indicated in the order.
8.3 The sole place of jurisdiction for any disputes resulting from the contractual relationship shall be the orderer's seat.
8.4 German law shall apply, subject to exclusion of UN purchasing law and the reference provisions of international private law.
8.5 If individual provisions of these general purchasing conditions are or become wholly or partially invalid, this shall not affect the effectiveness of the remaining provisions.
§ 9 Arbitration and law applicable
9.1 Any dispute arising out of the Contract shall be finally settled, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators designated in conformity with those Rules.
9.2 Unless otherwise agreed, the Contract shall be governed by law of the Vendor's country.
9.3 If the parties expressly so agree, but not otherwise, the arbitrators shall, in giving their ruling, act as amiables compositeurs.
General purchasing conditions of GEORG Maschinentechnik GmbH & Co. KG – March 2016