Общие условия заключения сделок (AGB)
The acceptance of our purchasing conditions by the seller is a prerequisite for the acceptance of our order. We herewith reject any deviation from these conditions which might be included in the seller’s confirmation and which contradict these terms. The execution of our contract by the seller will be considered as an approval of our purchasing conditions.
Die Annahme der Bestellung hat die Anerkennung unserer Einkaufsbedingungen zur Voraussetzung. Soweit abweichende Bedingungen in Bestätigungsschreiben
Terms and Conditions of purchase Keller HCW GmbH – 01.10.2015
enthalten sein sollten, wird ihnen bereits hiermit widersprochen. Die Ausführung unseres Vertrages gilt als Anerkennung unserer Einkaufsbedingungen.
1. General Conditions. Territorial Application
(1) Our terms and conditions of purchase shall apply exclusively; any contradictory or deviating conditions which the supplier might put forward will not be accepted unless we have expressly agreed to them in writing. Our terms and conditions of purchase shall also apply if we unconditionally accept the delivery of the supplier even though we were aware of contradictory conditions or conditions which deviate from our conditions of purchase.
(2) All agreements made between us and the supplier in relation to the execution of this contract has to be included in this contract in writing.
(3) Our terms and conditions of purchase only apply to business transactions with entities as defined under § 310 chapter 1 of the BGB (German Civil Code). They also apply to all future transactions with the supplier.
2. Conclusion of Contract
(1) Any offers shall be provided free of charge to us and on a noncommittal basis. A contract will only be concluded when we accept such a contract in writing. Only orders placed in writing shall be deemed as valid orders. The prices are fixed prices and are indicated in euros (EUR).
(2) The acceptance of an order has to be confirmed to us without further delay. We reserve the right to withdraw the order placed with the supplier if his written acceptance is not transmitted to us within 8 days. With his confirmation the seller will recognize our terms and conditions of purchase unless the specific wording of his confirmation – not however by the use of standard imprints on the letter of confirmation or the seller´s attached General Terms and Conditions – expressly requests such a deviation. Deviations from our description of the item to be supplied have to be expressly marked in the seller´s confirmation and are only valid insofar as they are expressly confirmed by us in writing.
(3) We reserve the right to cancel the order at any time without giving reasons for such a cancellation. In this case the supplier is entitled to claim the part of the payment which corresponds to the work already performed and a compensation for the expenses incurred which are not included in the payment.
3. Deliveries and Services
(1) Any delivery has to be in exact compliance with the quantities indicated in our order. Any excess deliveries or short deliveries have to be agreed upon in advance. The ordered items have to be provided in accordance with the specifications given in the order. Even without having made an explicit agreement to that effect, the supplier shall, for his deliveries and/or services, employ state-of-theart technology and observe the safety regulations prescribed by the authorities and trade associations and the requirements of the European Union Machinery Directive. Declarations of conformity, RTN permits, GOST certificates, CE markings and all manufacturer declarations required under the relevant provisions are an integral part of the delivery scope. In the event that specifications made in our order do not comply with the state-of-the-art technology or with the relevant safety regulations, the supplier will automatically advise us of such discrepancies in writing.
(2) The delivery date agreed upon is binding for for the seller and has to be met under any circumstances. If it is apparent to the supplier that he will not be able to meet the delivery date agreed upon, he undertakes to inform us to that effect in writing without any undue delay. In the event that we shall not be able to accept the delivery due to strike, lockout, disruption of operations or other cases of force majeure, we shall be entitled to rescind the contract fully or partially or to request performance at a later date. Such a cancellation will not entitle any party to put forward any claims for failure to perform. The assertion of additional claims to which we are entitled by law remains unaffected
(3) In the event that the supplier fails to deliver by the scheduled delivery date, he shall pay us a penalty amounting to 0.2 % of the net order value for each calendar day beyond the due date. The penalty is limited to a maximum of 5 % of the net order sum. In accordance with these provisions, such penalty claims can be put forward by us until final payment is made, even when a reservation to this effect was not expressed at the time of takeover or acceptance of the goods. We reserve the right to put forward further legal claims (indemnity and/or cancellation).
(4) The title of the goods supplied to us will be transferred to us upon payment. We shall not recognize any further retention of title on behalf of the supplier or a third party.
(5) Confirmation of order, delivery note and commercial invoices have to be presented in duplicate. These documents will be returned for completion if they do not contain our order number, item numbers or other identification numbers. Any such documents will be considered as not issued unless they are fully and completely presented.
(6) If the subject of the deliveries/services ordered by us comprises design services or the preparation of manufacturing drawings, all documents, especially drawings, CAD data (dxf files or dwg files) on CD ROMS, lists of items and spare part lists, have to be returned to us without further request.
(7) Place of delivery for goods and services is the location at the receiving site indicated in our order.
4. Provision of material, retention of title, protection rights
(1) We retain the title to any materials which we shall provide for the supplier. Such materials have to be stored, marked and managed separately and without any charge to us. It is only allowed to be used for orders placed by the principal. Any processing or transformation effected by the supplier will be made for our account. In the event that the retained objects are processed together with other items not belonging to us, we shall acquire partial ownership of the new object in the proportion of the value of our object (purchase price plus VAT) to the value of the other processed items at the time of their transformation.
(2) In the event that the merchandise is inextricably combined with objects that are not our property, we acquire partial ownership of the new object in proportion to the value of the retained objects (purchase price plus VAT) as compared with that of the other combined objects at the time when they are combined. If the combination is such that the object of the supplier can be regarded as the main product, it is agreed that the supplier shall transfer proportionate ownership rights to us. The supplier shall hold in trust for us the sole or partial ownership of such objects.
(3) The supplier shall insure the objects belonging to us at his own expense against damages caused by fire, water and theft. At the same time the supplier will assign to us all indemnity claims under such an insurance and we herewith accept such an assignment.
(4) All manufacturing documentation, drawings, specimens and other specifications handed over to the supplier by us is our property and will be entrusted to him for the sole purpose of executing our orders. Any such documentation has to be kept strictly confidential and may only be disclosed to a third party with our explicit written consent. This provision also applies when the supplier will appoint a subcontractor. All documentation has to be returned to us after termination of the order. If in fulfilment of our order it is necessary for the supplier to make a new drawing in accordance with our manufacturing documentation, he is only allowed to do so when he clearly indicates on this new drawing. “Design of KELLER HCW GmbH, Ibbenbüren”.
(5) In the event that any manufacturing documentation entrusted to the supplier to fulfil his order are passed on by him to a Third Party without our permission or are used by him in an unjust way, the supplier is committed to pay to us a penalty amounting to the sales price of the objects manufactured in accordance with our manufacturing documentation. The assertion of further claims for damages or injunction remains unaffected. We are furthermore entitled to cancel all orders and to hold the supplier responsible for all damages as a result thereof if he or his subcontractors prejudice our interests by passing on manufacturing documentation without our permission or by copying and selling parts originating from KELLER HCW without being authorized by us.
5. Transfer of Risks. Acceptance-Documents
(1) The goods will be supplied to us or to a site indicated by us at the supplier´s risk and expense.
(2) All ordered parts have to be supplied neutrally to the shipping address indicated by us.
(3) The risk for the subject matter will be transferred to us upon formal acceptance of the subject matter certified by an acceptance report signed by both parties.
(4) The seller will credit us with at least 2/3 of the invoiced value for empty packages (barrels, crates, etc.) returned to him.
6. Inspection and Liability for Defects
(1) The supplier shall make an outgoing goods inspection to exclude any delivery of defective goods or a wrong delivery as to the nature and quantity of the goods and shall give his guarantee to this effect. The outgoing goods inspection at the site of the supplier replaces the typical incoming goods inspection at the site of the principal. §377 of the German Commercial Code (HGB) shall not apply.
(2) We shall be entitled to put forward unrestricted lawful claims for defects; in any case we shall be entitled to optionally request from the supplier either removal of the defects or the delivery of a new object. We expressly reserve the right to claim damages, especially the right to claim indemnity in lieu of performance.
(3) We shall be entitled to remedy defects ourselves at the expense of the supplier in the event of imminent danger or when immediate action is required or when the supplier gives his consent to remedy these defects.
(4) The period of limitation will be 36 months from the date of the transfer of risk. The risk will be transferred at the time of acceptance of the subject matter.
7. Intellectual property rights
(1) If intellectual property rights of a third party are affected during the execution of our order, the supplier shall procure the necessary licences at his own expense.
(2) The supplier irrevocably allows the unrestricted and cost-free use of his own intellectual property rights in relation to the subject matter. This also applies to layout plans, drawings, etc., which we may place at the disposal of a third party for the purpose of necessary repair works, modifications or renewals of the subject matter.
(3) In the event that the supplier shall make an invention in the course of the execution of the order, we shall have the right to make unrestricted and cost-free use of such an invention.
8. Exemption clause
The supplier shall hold us harmless against any and all claims of a third party, including such claims resulting from a manufacturer´s liability, provided that such claims are based on acts of the supplier or one of his subcontractors.
(1) Unless otherwise agreed upon, we shall make payments after 14 working days with a deduction of 3 % discount or within 30 working days following the date of the invoice; it remains our option to choose the method of payment
(2) Any material provided by us and any prepayments made by us will be considered as advance payments. They remain our property until the time of acceptance of the subject matter.
(3) The place of fulfilment for all payments is Ibbenbüren.
(4) We are entitled to set off any amounts due against any counterclaims to the extent covered by law.
10. Assignment and Attachment
Any assignments and attachments of claims resulting from deliveries and services require our express consent.
11. Court of Jurisdiction and Applicable Law
It is agreed that any disputes shall be subject to the jurisdiction of the courts in Osnabrück and that German law shall be applicable for such disputes. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded, even when the Terms and Conditions of Sale of the Seller stipulate their application
12. Environmental, occupational health and safety and other management systems
(1) Provision of the EU safety data sheets for raw materials, consumables and supplies at the first delivery and afterwards at least once a year, and after any modification in the safety data sheets.
(2) Compliance with the relevant environmental protection and occupational safety and health standards.
(3) Motivation of all employees in his company to implement environmental protection measures to promote environmentally responsible and energyconscious behavior.
(4) Gentle use of resources in the production processes.
(5) Development of environmentally friendly and energy-saving products with long working life and prevention/reduction of polluting manufacturing processes.
(6) Commitment to environmentally-friendly disposal of production waste.
(7) Energy use with the highest possible input of renewable energies.
(8) Use of vehicles in accordance with Euronorm 5 or higher and optimum use of the vehicles. The supplier guarantees that his company works with approved environmental, occupational health and safety and other management systems preferably corresponding to DIN EN ISO 9001: 2008, DIN EN ISO 14001:2009 or DIN EN ISO 50001: 2011. In particular, we expect the supplier to act in an environmentally-conscious and energyconscious way, complying with the following points:
13. German Federal Data Protection Act
We process data with our own data processing equipment. For our own use, we therefore collect, store, process and delete (if no longer needed) personal data. Personal data are handled in accordance with the regulations of the Federal Data Protection Act (BDSG) and other data protection regulations, if applicable. In accordance with section 4g, subsection 2, sentence (2) of the Federal Data Protection Act, our Data Protection Officer discloses the information as per section 4e, sentence 1 No. 1-8 of the Federal Data Protection Act upon request to anyone in a suitable manner.
Last updated: October, 1st, 2015