Maschinenfabrik Möllers GmbH - Zulieferer

The following General Conditions of Purchase shall apply to our purchase orders. We expressly contradict any supplier’s General Terms and Conditions to the contrary. Any variation in an order confirmation shall be effective only if expressly acknowledged by us in writing. Carrying out the purchase order shall constitute recognition of these Conditions of Purchase. All purchase orders, order confirmations and call-off orders must be in writing. This shall also apply to any changes or additions.

Purchase orders shall be confirmed within 3 working days. The prices indicated in the purchase order are absolute fixed prices excluding value added tax. The order confirmation must quote our purchase order data such as supplier number, order number, item number and item description.

Quotations and the provision of samples shall entail no costs for us. Drawings, drafts, models, samples, production protocols, etc. that we provide to the supplier for purposes of preparing its quotation or completing an order shall remain our property, and may be used, duplicated or disclosed to third parties for no other purpose.

Agreed time limits and deadlines shall be binding. Delivery times shall run from receipt of purchase order. We shall be notified immediately of any delays, indicating the reasons; default shall exist even if no reminder is sent. Receipt of the goods at our premises or such other shipping address as may be specified shall determine compliance with the delivery date or delivery period. The date the work is completed shall apply in the case of services. The supplier shall provide the goods in good time taking account of usual loading time, unless delivery ex works has been agreed.

If the agreed deadline is missed for reasons for which the supplier is responsible, we shall at our discretion be entitled to withdraw from the contract after a reasonable period of grace has expired, to procure the goods or services from a third party and / or to claim damages for non-performance, without prejudice to other legal provisions. We shall be entitled to reimbursement of any additional costs we incur due to delivery of goods or services being delayed for reasons for which the supplier is responsible. Acceptance of delayed delivery shall not imply waiving of claims for compensation.

If the agreed delivery date is not met, we shall moreover be entitled to payment of a contract penalty of 0.1 % per working day up to a maximum of 5% of the order value. No contract penalty proviso shall be required on receipt or acceptance.

The supplier shall immediately inform our department that placed the order if it anticipates difficulty in manufacture or in the supply of input materials, and circumstances arise beyond its control that may foreseeably prevent it supplying the goods and/or services on time and to the agreed quality.

The figures determined by our Goods Inwards inspection for quantities, weight and dimensions shall be binding, in the absence of proof to the contrary.

Short and excess deliveries and part and advance deliveries shall be subject to our consent. We shall be entitled to refuse receipt of goods delivered before the delivery date, and to return or store with a third party any goods delivered early, at the risk and expense of the supplier.

Deliveries shall be free of carriage and packing charges for us, unless otherwise agreed. The supplier shall at all events bear the transport risk. The confirmation of receipt is to be regarded only as acknowledgement of receipt of goods, but not of due performance.

All consignments must include a packing slip and a delivery note indicating our purchase order information (see clause 1.). In the case of part deliveries, the remainder yet to be delivered must be shown.

If we are prevented or materially impeded in performing our contractual duties in cases of force majeure, strike or lockout, we may cancel the contract in whole or in part, or demand it be implemented by a later date, without giving rise to any claims by the contractor against us. If in these cases it becomes unreasonable for the contractor to carry out the order, it may likewise withdraw.

We shall notify the supplier immediately in writing of any defects, as soon as they are established in the circumstances of the normal course of business. The vendor warrants careful outgoing goods inspection. It accordingly waives performance of the commercial duty to examine goods and the obligation to give notice of defects (section 377 ff. of the Commercial Code).

The confirmation of receipt shall not constitute acknowledgement that the goods are faultless. If random sampling reveals defects, we shall be entitled to the warranty rights and claims for compensation for the entire delivery.

If there are defects and if warranted characteristics, including the warranted operating values and our specifications, are absent, we shall have the right to either cancellation, price reduction, replacement, rectification on site, or damages for non-fulfilment. This will be without prejudice to the right to other claims for compensation. If there is a defect, the supplier shall bear the cost of inspection and detection of the defect, without prejudice to our other further claims.

We shall be entitled to eliminate defects at the expense of the supplier and without notifying it beforehand, if immediate elimination of defects is justified or required by a special interest, if the supplier’s rectifying the defect would entail higher costs than us doing so, or the supplier’s eliminating the defect would entail delays that would impede our meeting our obligation to our contracting party.

We may return goods supplied other than in compliance with the contract, at the risk and expense of the supplier.
The period of limitation for the claims listed in paragraph 1 shall be 3 years, unless longer periods are prescribed by law.

Warranty conditions shall be governed by the legal provisions. In urgent cases we shall be entitled to notify the supplier and then rectify defects at its expense and risk, without prejudice to our other claims. In the absence of an agreement to the contrary, the supplier shall provide a 24-month guarantee (durability / performance guarantee).

We shall have a claim for reimbursement of all losses that the supplier causes to us and/or our customers in connection with the defective goods or services. This shall apply in particular to material and wages wasted as a result of hidden defects, and increased costs incurred in meeting our own delivery deadlines, and other consequential loss caused by a defect. This obligation to pay compensation shall lapse if the supplier can show that the people for whose behaviour it is legally responsible are not to blame, unless it is liable anyway under a statutory provision regardless of fault.

If a serial fault makes it necessary to replace a whole series of items delivered or products of ours in which items supplied have been incorporated, e.g. because error analysis is uneconomic, impossible or unreasonable in this particular case, the supplier shall also provide replacements for that part of the series affected that has no technical defect.

If a defect in goods or services supplied by the supplier gives rise to product liability on our part, the supplier shall indemnify us from product liability. It shall bear all costs arising from product liability.

The supplier shall also be liable for any losses attributable to failure to take safety measures or adequate safety measures.

The agreed due dates for payments shall be postponed accordingly in the event of delays in delivery of goods or services. We shall be entitled to demand interest of 8% above the European Central Bank base rate on our advance payments for the duration of the delay.

Three copies of invoices shall be sent to us by post, separate from the delivery, quoting our purchase order data (see clause 1.). Payment time limits shall run from the date of receipt of invoice, but not before acceptance of receipt of the delivery or acceptance of the service.

Payment shall be made on the agreed terms or within 14 days less 3 % discount, or within 60 days net.

Without our prior written consent, the supplier shall not be entitled to assign its claims or have them collected by a third party. We may not refuse consent without good cause.

We may assert a forfeit contract penalty until final settlement or final payment. A proviso by us shall not be required immediately on acceptance of completion.

The contracting parties shall treat as a trade secret all commercial and technical matters disclosed to them in the course of the business relationship that are not common knowledge. The supplier may refer in its advertising to the business relationship with us only if we have consented in writing. Production resources prepared at our expense or provided by us, such as drawings, models, samples, templates, matrices, etc., may not be used for deliveries and services to third parties or for the supplier’s own purposes.

The supplier shall be liable for any claims arising from infringement of industrial property rights and property right applications, provided the goods or services it provides are used as stipulated in the contract. It shall indemnify us and our customers from all such claims. We undertake to inform the supplier immediately of all infringement risks we are aware of and alleged instances of infringement, and to give it an opportunity to amicably resist such claims.

If the supplier suspends payments or if commencement of bankruptcy proceedings or judicial or extra-judicial composition proceedings are applied for in respect of its assets, we shall be entitled to withdraw from the contract for the uncompleted part.

In the event of the supplier’s insolvency, we shall be entitled to retain reasonable security, but at least 10% of the agreed price, until expiry of the period of limitation for warranty claims.

The supplier shall assign to us its warranty claims against its suppliers. We shall be entitled to disclose this assignment in the event of the supplier’s insolvency.

We shall moreover be entitled to withdraw from the purchase orders for the deliverables not yet completed at that time.

Should any provision of these conditions and the further agreements involved be or become ineffective, this shall not affect the validity of the remainder of the contract. The contracting parties shall be obliged to replace the ineffective provision by such provision as approximates to it most closely in its economic effect.

The relevant regulations shall apply in addition to these General Conditions of Purchase. The law of the Federal Republic of Germany will apply exclusively. The Hague Convention Uniform Laws on the Sale of Goods shall not apply.

The place of performance for goods and services shall be the destination. Risk shall at all events pass only after the goods have been delivered at the agreed reception point. This shall also apply if Möllers bears freight costs.

The place of jurisdiction shall be Beckum. We shall also be entitled to bring an action at the supplier’s principal place of business.

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