Terms and conditions of purchase
§ 1
Scope of application, form
(1) Our orders and all deliveries, services and offers of our suppliers are made exclusively on the basis of these General Terms and Conditions of Purchase. These General Terms and Conditions of Purchase shall apply to all contracts concluded by Detia Freyberg Produktion GmbH or an affiliated company of the Detia Degesch Group (hereinafter uniformly referred to as “DD-Group”, “we” or “us”) with its suppliers for the deliveries, services or offers offered by them, even if they are not separately agreed again. . The specific contractual partner of the Supplier is specified in the contractual documents of the individual contract, in particular the offer or the order confirmation. These General Terms and Conditions of Purchase apply exclusively to companies, legal entities under public law and special funds under public law.
(2) Terms and conditions of our suppliers or third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the supplier or a third party, this does not constitute agreement with the validity of those terms and conditions. Deviating, conflicting or supplementary General Terms and Conditions of Business of our suppliers or third parties shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing.
(3) Individual agreements made with our suppliers in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these Terms and Conditions of Purchase. However, a written contract or written confirmation from us shall be decisive for the content of such agreements.
(4) Legally relevant declarations and notifications by the Supplier in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing.
§ 2
Orders and commissions
(1) Our orders shall be deemed binding at the earliest upon written submission or confirmation. Unless our orders expressly contain a binding period, we shall be bound by them for 5 (five) calendar days after the date of the order. Decisive for the timely acceptance is the receipt of the declaration of acceptance by us. The supplier is obliged to confirm our order in writing within a period of 5 (five) calendar days.
(2) The Supplier shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded. Deliveries for which there are no written orders will not be recognized by us. Our silence in response to offers, requests or other declarations by the supplier shall only be deemed to constitute consent if this has been expressly agreed in writing.
(3) The supplier must check all article and packaging-related information and specifications as well as the article designation for correctness, feasibility and admissibility and inform us immediately in writing in the event of any doubts.
(4) We are entitled to withdraw from the contract at any time by written declaration stating the reason if we can no longer use the ordered products in our business operations due to circumstances occurring after conclusion of the contract for which the supplier is responsible (such as non-compliance with legal requirements) or can only use them at considerable expense or if the supplier’s financial situation deteriorates after conclusion of the contract to such an extent that delivery in accordance with the contract cannot be expected.
(5) Offers, drafts, samples and specimens of the Supplier shall be free of charge for us. At our request, the supplier shall take them back immediately and at his own expense.
§ 3
Prices, terms of payment, invoice details
(1) The price stated in the order is binding.
(2) Unless otherwise agreed in writing, the price shall include delivery and transportation to the shipping address stated in the contract, including packaging.
(3) Invoices addressed to us shall be due net after 30 calendar days or – if we are entitled to a discount – after agreement with the supplier. The date of receipt of the goods by us or – at our discretion – the date of receipt of the invoice by us, if this is received later than the goods, shall be decisive for the payment deadline and any deductions dependent on it. The receipt of our transfer order by our bank is sufficient for the timeliness of the payments owed by us.
(4) All order confirmations, delivery documents and invoices must state our order number, the article number, delivery quantity and delivery address. In addition, the applicable tax rate and the amount of tax due on the payment must be shown in accordance with § 14 UStG. If one or more of these details are missing and this delays our processing in the normal course of business, the payment deadlines specified in paragraph 3 shall be extended by the period of the delay.
(5) Invoices for partial deliveries shall only be recognized if such partial deliveries have been expressly agreed in advance (cf. § 4 para. 6 of these General Terms and Conditions of Purchase) and, in addition to stating our order number, they also indicate the status of the contract.
(6) In the event of default of payment, we shall owe default interest in the amount of 5 percentage points above the base interest rate in accordance with § 247 BGB.
(7) Payments do not imply acceptance of the conditions and prices stated in the invoice and do not affect our rights due to improper delivery/service, our rights of inspection or the right to object to an invoice for other reasons.
§ 4
Delivery time, delivery, transfer of risk, right of access
(1) The delivery time (delivery date or period) specified by us in the order is binding. Agreed delivery dates are fixed dates in accordance with § 376 HGB. Delivery periods begin on the day the order is placed. If the delivery time was not specified in the order and was not otherwise agreed, it shall be 14 calendar days from conclusion of the contract.
(2) The supplier is obliged to inform us immediately in writing if he is likely to be unable to meet agreed delivery times – for whatever reason.
(3) The supplier shall be in default at the end of the day on which the delivery is to be made at the latest according to the contract, without this requiring a reminder on our part.
(4) In the event of delays in delivery, we shall be entitled, after prior written warning to the supplier, to demand a contractual penalty of 0.5% of the respective order value for each commenced week of delay in delivery, up to a maximum of 5%. The contractual penalty shall be set off against the damage caused by delay to be compensated by the supplier. We reserve the right to prove that higher damages have been incurred.
(5) In the event of a delay in delivery, we shall be entitled to the statutory claims without restriction, whereby we may only exercise a right of withdrawal or assert claims for damages in lieu of performance after the fruitless expiry of a reasonable grace period. Claims for compensation for damages caused by delay or for payment of an agreed contractual penalty shall not be affected by this.
(6) The supplier is not entitled to make partial deliveries without our prior written consent.
(7) Unless expressly agreed otherwise in individual cases, deliveries shall be made “free domicile” (DDP destination according to INCOTERMS 2020) to the location specified in the order.
(8) The delivery shall be accompanied by a delivery bill stating the date (issue and dispatch), contents of the delivery (article number and quantity) and our order identification (date and number). If the delivery bill is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. Unless otherwise agreed, packing slips, cleaning certificates and test certificates in accordance with the agreed specifications and other necessary documents must also be enclosed. In all cases prescribed in Article 31 of the REACH Regulation, the supplier shall provide us with a safety data sheet in accordance with Article 31 of the REACH Regulation in German together with the delivery.
(9) We reserve the right to refuse acceptance if the delivery documents are incomplete and details of our order (e.g. order number) are missing. In the event of a refusal of acceptance for the aforementioned reasons, we shall not be in default of acceptance.
(10) Even if shipment has been agreed, the risk shall only pass to us when the goods are handed over to us at the agreed destination.
(11) If the supplier temporarily stores goods for us, he shall grant us access to the goods and the respective storage facility by arrangement, for example for stocktaking purposes.
§ 5
Protection of property, copyright
(1) We reserve the ownership and/or copyrights to orders placed by us, orders and drawings, illustrations, calculations, descriptions, recipes, formulations and other documents made available to the supplier. The supplier may neither make them accessible to third parties nor use or reproduce them himself or through third parties without our express consent. He must return these documents to us in full immediately after completion of the order. This also applies if negotiations do not lead to the conclusion of a contract and corresponding documents have already been provided as part of the negotiations. Copies made by the Supplier – including those stored in electronic form – shall be destroyed in both cases; the only exceptions to this are storage within the scope of statutory retention obligations and the storage of data for backup purposes within the scope of normal data backup.
(2) Tools and models which we make available to the supplier or which are manufactured for contractual purposes and charged to us separately by the supplier on the basis of a written agreement shall remain our property or shall become our property. The supplier shall mark them as our property, store them carefully, insure them to an appropriate extent against damage of any kind and use them only for the purposes of the contract. Unless otherwise agreed, the contractual partners shall each bear half of the costs of maintenance and repair. However, if these costs are attributable to defects in the items manufactured by the Supplier or to improper use by the Supplier, its employees or other vicarious agents, they shall be borne solely by the Supplier. The supplier shall notify us immediately of any damage to these tools and models that is not merely insignificant. Upon request, he is obliged to return them to us in proper condition if they are no longer required by him to fulfill the contracts concluded with us.
(3) Any processing, mixing or combining (further processing) of items provided by the supplier shall be carried out on our behalf. The same applies if we further process the delivered goods, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
(4) The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price. If, however, in individual cases we accept an offer of transfer of title from the supplier conditional on payment of the purchase price, the supplier’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We shall remain authorized to resell the goods in the ordinary course of business, even before payment of the purchase price, subject to advance assignment of the resulting claims. In any case, all other forms of retention of title by the supplier are excluded, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.
§ 6
Warranty claims
(1) In the event of material defects and defects of title, we shall be entitled to the statutory claims without restriction. However, the warranty period is 30 months.
(2) In accordance with the statutory provisions, the supplier shall be liable in particular for ensuring that the goods have the agreed quality when the risk passes to us. In any case, those product descriptions which – in particular by designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these General Terms and Conditions of Purchase shall be deemed to be an agreement on the quality. It makes no difference whether the product descriptions come from us, the supplier or the manufacturer.
(3) Acceptance or approval of samples or specimens submitted shall not constitute a waiver of warranty claims.
(4) The statutory provisions (Sections 377, 381 of the German Commercial Code (HGB)) shall apply to the commercial inspection and the obligation to give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognizable during our quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. In any case, obvious defects shall be deemed to have been notified in good time if we notify the supplier of them within five working days of receipt of the goods by us. Hidden material defects shall in any case be deemed to have been notified in good time if the supplier is notified within five working days of discovery. The notification of the defect does not require any form. In particular, it is also possible verbally or by e-mail. In the event of an oral notification, the notification should be made in text form.
(5) Upon receipt of a notice of defects in text form by the supplier, the limitation period for warranty claims shall be suspended until the supplier rejects our claims or declares the defect to be remedied or otherwise refuses to continue negotiations on our claims. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall begin anew, unless we had to assume from the supplier’s conduct that he did not consider himself obliged to take the measure, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
(6) If the supplier does not fulfill its obligation to provide subsequent performance – at our discretion by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery) – within a reasonable period of time set by us, we may remedy the defect ourselves and demand reimbursement of the expenses required for this or a corresponding advance payment from the supplier. If subsequent performance by the supplier has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the supplier of such circumstances immediately, if possible in advance.
§ 7
Supplier recourse
(1) We are entitled to our statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 445a, 445b, 478 BGB) without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the supplier that we owe our customer in the individual case. Our statutory right of choice (Section 439 (1) BGB) is not restricted by this.
(2) Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) BGB), we shall notify the supplier and request a written statement with a brief description of the facts. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the supplier shall be responsible for providing evidence to the contrary. Our claims arising from supplier recourse shall also apply if the defective goods have been further processed by us or another entrepreneur.
§ Section 8
Product liability
(1) The supplier guarantees that the goods and their designation comply with the statutory provisions and the applicable technical guidelines and regulations. The supplier shall indemnify us against all claims arising from the breach of the aforementioned obligations upon first request.
(2) The supplier shall be responsible for all claims asserted by third parties for personal injury or damage to property which are attributable to a defective product supplied by him and shall be obliged to indemnify us against the resulting liability upon first request. If we are obliged to carry out a recall action against third parties due to a defect in a product delivered by the supplier, the supplier shall bear all costs associated with the recall action.
(3) In accordance with paragraph 4, the Supplier warrants that the products supplied by it do not infringe any third-party property rights in countries of the European Union or other countries in which it manufactures the products or has them manufactured.
(4) The supplier shall be obliged to indemnify us on first demand against all claims asserted against us by third parties due to the infringement of industrial property rights referred to in paragraph 3 and to reimburse us for all necessary expenses – including reasonable legal advice and lawyers’ fees – in connection with this claim. This claim shall not apply if the supplier proves that it is neither responsible for the infringement of the property right nor should have been aware of it at the time of delivery if it had exercised due commercial care.
(5) During the contractual relationship with us, the supplier must always maintain sufficient product liability insurance at its own expense. Upon request, the supplier shall provide us with evidence of the conclusion and existence of product liability insurance.
(6) Our further statutory claims due to defects of title in the products delivered to us shall remain unaffected.
§ 9
Compliance with regulations
(1) The Supplier is obliged to comply with the recognized rules of technology (in particular DIN standards, VDE regulations, VDI guidelines, DVGW regulations, CE marking) and the statutory provisions on product safety (in particular the Product Safety Act), the internationally applicable minimum standards under labour law, in particular all conventions of the International Labour Organization (“ILO”) with regard to employee rights, working hours and occupational health and safety, as well as all applicable statutory and official provisions.
(2) The Supplier shall ensure that the products supplied by it comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH Regulation”) as amended from time to time. The substances contained in the supplier’s products are registered to the extent required under the provisions of the REACH Regulation, unless the substance is exempt from registration.
The Supplier shall also ensure the existence of the necessary authorizations in accordance with Regulation (EU) No. 528/2012 concerning the making available on the market and use of biocidal products (“Biocidal Products Regulation”) and Regulation (EC) No. 11.07/2009 concerning the placing of plant protection products on the market (“Plant Protection Regulation”), as amended.
(3) If hazardous substances within the meaning of Regulation (EC) No. 1272/2008 on the classification, labeling and packaging of substances and mixtures (“Hazardous Substances Regulation”) or products whose use cannot exclude the release of such substances are delivered, the supplier must provide us with a safety data sheet (“MSDS”) and the data required to prepare the safety data sheet or provide the service provider commissioned by us with each delivery without being requested to do so. The supplier shall also provide the UN test certificates free of charge on request.
The supplier undertakes to report harmonized information for emergency health care to the PCN database (“Poison Centre Notification”) of the ECHA for such deliveries for which a notification is required in accordance with Art. 45 Regulation EC No. 1272/2008 (“CLP Regulation”) in conjunction with Annex VIII of the CLP Regulation. The supplier alone is responsible for checking and complying with the notification obligation in accordance with Art. 45 CLP Regulation in conjunction with Annex VIII.
(4) The Supplier warrants that it acts in accordance with all applicable statutory provisions in the course of its business activities, in particular the regulations on combating corruption and money laundering and other criminal law provisions.
(5) The Supplier shall maintain neither direct nor indirect business relations with terrorists or terrorist or other criminal organizations. The Supplier shall take appropriate technical and organizational measures to ensure compliance with applicable embargoes, the applicable European regulations on combating terrorism and crime and the corresponding US or other applicable national regulations in its business operations. The supplier shall issue a proof of origin and a (long-term) supplier’s declaration (“LLE”) regarding the origin of the products purchased by us from the supplier. The supplier shall notify us of any changes to the country of origin immediately and without separate request. The supplier shall inform us immediately if the products purchased by us are included on the list in Annex I of Regulation (EC) No. 428/2009 establishing Community rules for the control of exports, transfer, brokering and transit of dual-use items (“Dual-Use Regulation”).
(6) In the event that the supplier breaches one of the aforementioned obligations, the supplier shall indemnify us and our customers against all costs, claims of third parties (in particular direct or indirect claims for damages) and other disadvantages (e.g. fines) due to the breach of the above provision upon first request. This shall not apply if the supplier is not responsible for this breach of duty. Furthermore, we are entitled at any time to cancel the corresponding order immediately and to refuse to accept the corresponding delivery without incurring any costs. Any existing claims for damages remain unaffected by this. Cancellation or refusal of acceptance shall not constitute a waiver of any claims for damages.
§ 10
Confidentiality and data protection
(1) The Supplier shall keep confidential information and documents of a technical or business nature which are provided to it by us and which are either designated as confidential or are obviously to be regarded as confidential strictly confidential for three years beyond the duration of the contractual relationship and in particular shall not pass them on to third parties without authorization.
(2) The supplier shall inform its subcontractors in accordance with § 10 para. 1 oblige.
(3) Personal data of the supplier (e.g. name and e-mail address of our contact person on the supplier side) are collected, processed and used by us in compliance with data protection regulations, in particular the General Data Protection Regulation (GDPR). We store the data required for processing the transaction and may pass it on to external service providers (e.g. transport companies) for the purpose of fulfilling the contract. Further information can be found in our data protection information in its current version.
§ 11
Assignment
The supplier is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply to monetary claims.
§ Section 12
Place of performance, place of jurisdiction, applicable law
(1) The place of performance for the delivery of goods shall be the place specified as the shipping address in the contract.
(2) Insofar as written form is stipulated in this contract, this shall include written and text form in the form of letter and e-mail. However, fax is not sufficient.
(3) If the Supplier is a merchant, a legal entity under public law or a special fund under public law or if it has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from the contractual relationship between us and the Supplier shall be, at our discretion, our registered office (registered office of the Purchaser) or the registered office of the Supplier. In such cases, however, the competent court at the buyer’s place of business shall have exclusive jurisdiction for legal action against us. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.
(4) The contracts concluded between us and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding its conflict of law rules and the Convention on Contracts for the International Sale of Goods (CISG).
Laudenbach – December 2024
