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EinkaufsbedingungenPurchase Conditions

General Terms & Conditions of Purchase

SR System-Elektronik GmbH (Date: September 2015)

 

PREAMBLE

Unless otherwise agreed in writing, our orders are subject to the following terms and conditions. Any other terms and conditions of the supplier shall only apply if expressly accepted by us; they shall not form part of the contents of the contract without express written acceptance, even if they are stated in the order acceptance. The same shall apply if we accept the ordered goods in whole or in part or make payments; the execution of the order by the supplier shall be deemed - even without written confirmation - as acceptance of our following terms and conditions. These terms and conditions shall also apply to all future business transactions with the supplier and only with entrepreneurs.

I. ORDER AND ORDER CONFIRMATION

  1. Our orders shall only be binding if they have been placed by us in writing or electronically. If we have not received the written order confirmation within one week of the order date, we reserve the right to revoke the order without any obligation on our part.
  2. Offers and cost estimates are binding and not to be remunerated, unless expressly agreed otherwise.

II. ORDER NUMBER, VENDOR NUMBER, PART NUMBER

In order confirmations, invoices, delivery notes and other documents, also in electronic commerce, our complete order number, supplier number and material and drawing numbers must be indicated for each purchase part and each service. If these details are missing, we reserve the right to reject the corresponding documents.

III. PERFORMANCE SPECIFICATION

  1. The content, type and scope of the delivery and service shall be governed solely by our order. We are entitled to demand changes in the type of execution at any time as well as corrections of obvious spelling or calculation errors and other errors.
  2. The drawings, descriptions, files etc. belonging to the order are binding for the supplier. However, it must check them for any discrepancies and inform us immediately in writing of any discovered or suspected defects. The supplier shall remain solely responsible for drawings, plans and calculations prepared by him even if these have been approved by us.
  3. If no further requirements are specified in the order, the delivery items shall be delivered in customary quality and, if DIN, VDE, VDI or equivalent standards exist, in accordance with these. The delivery items shall be manufactured and equipped in such a way that they comply with the safety regulations applicable on the day of delivery, in particular the accident prevention regulations, as well as with the findings of labour science.
  4. For the complete fulfilment of the contract, the delivery item (as an essential component) must be accompanied by detailed documentation in accordance with the CE standard. A manufacturer's declaration that the device complies with the European EN 50081-1 (EMC compatibility) must be enclosed. The standard includes EN 55022 and EN 50082-1. Since January 1st, 1996 the CE-marking obligation is obligatory for every manufacturer. If the country of origin of the delivery item is not Germany, a certificate of origin is required.

IV. COMPLIANCE WITH LEGAL REQUIREMENTS

  1. By accepting an order, the supplier undertakes to comply with all relevant statutory provisions applicable in the country of manufacture and distribution as well as in Germany. All safety and environmental protection regulations are included, including those concerning the handling of hazardous substances, electrics and electromagnetism.
  2. If the supplier has the contractual product or parts thereof manufactured by third parties, the provisions of paragraph 1 shall apply analogously. The supplier shall always require our written consent for production by third parties.

V. DELIVERY, TRANSFER OF RISK, ACCEPTANCE POINT

  1. Delivery is made according to the shipping method specified in the order.
  2. The transfer of risk shall take place after acceptance of the goods at the agreed place of performance: D - 78078 Niedereschach-Kappel, Germany.
  3. To the extent that packaging of the delivery item is necessary or customary, the supplier shall ensure adequate packaging at its own expense.
  4. In addition to the agreed price for the delivery, packaging material shall only be paid for by us if payment for it has been expressly agreed. We reserve the right to return any valuable packaging material used for shipment to the supplier's address and to charge back the full rental costs or the packaging value.
  5. The goods shall be dispatched to the place of receipt specified by us. Deliveries for which we have to bear freight costs in whole or in part are to be shipped using the cheapest mode of shipment for us and to the cheapest modes of freight.
  6. In the case of deliveries with assembly or installation, the risk shall pass to us upon acceptance, in the case of other deliveries upon arrival of the delivery item at the prescribed receiving point. Until then, delivery and dispatch shall take place at the risk of the supplier, unless we are in default of acceptance.
  7. Costs for transport or breakage insurance shall only be borne by us upon prior written agreement.
  8. Notifications of dispatch shall be submitted immediately upon dispatch of each individual delivery. A delivery note must be enclosed with each consignment. Our order numbers must be indicated in the shipping documents.
  9. If we are not provided with proper shipping documents when we receive the delivery item or if our order numbers are not correctly indicated in the shipping documents, all additional costs incurred as a result shall be borne by the supplier; in such cases we shall also be entitled to refuse acceptance of the delivery at the supplier's expense. The same shall apply if the supplier makes partial deliveries or deviates from the order quantities upon receipt of the delivery item. In particular, we may only refuse to make additional deliveries at the supplier's expense.
  10. We may also refuse acceptance of the delivery item if an event of force majeure or other circumstances beyond our control, including industrial disputes, make acceptance impossible or unreasonable for us. In such a case, the supplier shall store the delivery item at his own expense and risk.
  11. In the cases of paragraphs 9 and 10, we shall not be in default of acceptance.
  12. If deliveries not accepted by us or defective goods are returned, the return transport shall be at the risk of the supplier. The value of the return shipment shall be charged to the supplier.

VI. PRICES AND TERMS OF PAYMENT

  1. The prices are fixed prices, unless a price escalation clause or a price reservation is expressly confirmed by us. An order may only be executed at higher prices than those stated by us with our written consent.
  2. If daily delivery prices have been agreed, the price valid on the day of receipt of the material shall apply.
  3. The prices are ex works D-78078 Niedereschach-Kappel, Germany including packaging and freight costs. If any other agreement is made, we shall only assume the lowest freight costs. All costs incurred up to the time of handover to the carrier - including loading and freight charges - shall be borne by the supplier.
  4. Invoices shall be submitted separately from the delivery item immediately after delivery and separately in one copy for each order.
  5. Unless otherwise agreed, invoices shall be paid with a 3% discount within 30 days or 60 days without deduction from the due date of the payment claim and receipt of the invoice as well as the complete delivery of the goods or the complete provision of the service.
  6. Payment shall be made subject to invoice verification. Our payment does not confirm the fulfilment of the supplier's contractual obligations. The supplier is obliged to reimburse us for overpayments, whereby he cannot invoke statute of limitations or deprivation.
  7. Agreed delivery dates are binding. The supplier must inform us immediately in writing of any delays in delivery, stating the reasons and the duration.
  8. If the agreed delivery dates are not met, we shall be entitled to claim a contractual penalty of 0.5% net order value for each started week of delay, but no more than 5% of the net order value, unless the supplier is not responsible for the delay. The delay of the supplier's suppliers falls within the supplier's sphere of risk. The reservation of the contractual penalty can also be declared in such a way that the forfeited contractual penalty can be deducted from the payment owed at the next due date. Our statutory claims due to delay in delivery shall remain unaffected. The forfeited contractual penalty shall be offset against any claim for damages due to non-performance.
  9. Additional costs for the accelerated transport necessary to meet delivery dates shall be borne by the supplier, insofar as this is necessary to avoid higher damages caused by delay.
  10. If it becomes apparent that the delivery date or delivery period has been exceeded, the supplier must inform us immediately in writing of the reason and the expected duration. The exceeding of the delivery date or the delivery period triggers the legal consequences of delay, unless the exceeding is demonstrably due to force majeure, in the area of the supplier or industrial disputes through no fault of his own. In this case, the supplier shall in particular be obliged to compensate for the damage caused by the delay.
  11. The acceptance of delayed deliveries shall not constitute a waiver of damages against the supplier. If the delivery date or deadline is exceeded, we shall be entitled to withdraw from the contract after setting a reasonable deadline. In addition to rescission, we are entitled to claim damages instead of performance or reimbursement of futile expenses, unless the supplier is not responsible for the delay.
  12. Force majeure, labour disputes, operational disruptions through no fault of our own, official measures and other unavoidable events entitle us - notwithstanding our other rights - to withdraw from the contract in whole or in part insofar as these disruptions are not of insignificant duration and result in a considerable reduction of our requirements.

VII. DELIVERY DATE AND DELAY

  1. The supplier is obliged to ensure the quality of the materials and preliminary products required for the manufacture of the contractual product by appropriate measures.
  2. Changes of any kind may only be made with our written consent.
  3. We reserve the right, during production and before delivery, to check the quality of the materials used, the dimensional and quantity accuracy and other quality of the parts produced as well as compliance with the other provisions of the order at the works of the supplier and its sub-suppliers. The supplier and his sub-suppliers shall grant us access to their production facilities at any time upon request.
  4. If we have reserved the right to a technical acceptance of the completed delivery item at the supplier's works by us or a third party commissioned by us, we or the third party commissioned by us shall be notified in writing of the readiness for acceptance 14 days prior to readiness for dispatch. The material acceptance costs shall be borne by the supplier.
  5. The production tests and / or the technical acceptance do not release the supplier from its performance and / or warranty obligations.

VIII. QUALITY, PRODUCTION TESTS, TECHNICAL ACCEPTANCE

  1. The supplier is obliged to ensure the quality of the materials and preliminary products required for the manufacture of the contractual product by appropriate measures.
  2. Changes of any kind may only be made with our prior written consent.
  3. We reserve the right, during production and before delivery, to check the quality of the materials used, the dimensional and quantity accuracy and other quality of the parts produced as well as compliance with the other provisions of the order at the works of the supplier and its sub-suppliers. The supplier and its sub-suppliers shall grant us access to their production facilities at any time upon request.
  4. If we have reserved the right to a technical acceptance of the completed delivery item at the supplier's works by us or a third party commissioned by us, we or the third party commissioned by us shall be notified in writing of the readiness for acceptance 14 days prior to readiness for dispatch. The material acceptance costs shall be borne by the supplier.
  5. The production tests and / or the technical acceptance do not release the supplier from its performance and / or warranty obligations.

IX. WARRANTY AND NOTICE OF DEFECTS

  1. Unless otherwise agreed below, the supplier shall be liable in accordance with the statutory provisions. The supplier guarantees the careful and proper performance of the contract, in particular compliance with the specifications specified in our order and other execution regulations in accordance with the latest state of science and technology, as well as the quality and suitability of the delivery with regard to material, design and execution and the documents belonging to the delivery (operating instructions, drawings, plans, etc.).
  2. Notifications of defects shall be deemed to have been made in due time if externally recognisable defects are notified within 10 working days of receipt of the goods, hidden defects within 15 working days of their discovery by us or notification by our customers. Defects which cannot be discovered by random sampling are considered hidden defects.
  3. In the event of failure of the rectification of defects or the replacement delivery, we shall also be entitled, in addition to the statutory claims after expiry of a reasonable period set by us to avert acute risks or avoid major damage, to the right to rectify the defect ourselves at the expense of the supplier.
  4. Return deliveries of rejected goods shall always be made freight forward against return debit of the invoiced value of the goods.
  5. Claims for material defects are subject to a limitation period of 3 years, unless the item has been used for a building in accordance with its usual use and has caused the building to be defective. For parts of the delivery which have been replaced or repaired due to defect claims, the limitation period shall begin anew at the point in time at which the supplier has completely fulfilled our claims for subsequent performance.
  6. In the event of defects of title, the supplier shall indemnify us against any existing claims by third parties. This does not apply if the supplier is not at fault.

X. SECRECY

Drawings, models, samples, tools, files and means of production made available to the supplier or produced by him according to our specifications are to be kept secret and may only be made accessible to third parties after prior written approval.

XI. THIRD-PARTY PROPERTY RIGHTS

  1. The supplier shall be liable for ensuring that no domestic or foreign rights of third parties, in particular industrial property rights such as patents, trademarks, copyrights or utility models, are infringed in connection with the delivery and use of the contractual product. This shall not apply insofar as the supplier is not at fault.
  2. If the supplier possesses industrial property rights which relate to the use of the contractual product delivered by the supplier, the supplier shall grant us a free right of joint use of his industrial property rights to the extent of the contractual product delivered.

XII. LIABILITY, PRODUCT LIABILITY, INDEMNITY

  1. The supplier shall be liable for all damages incurred by us or a third party during the use of the delivery item, unless the supplier has not culpably caused the defect. Liability under the Produkthaftungsgesetz (Product Liability Act) shall remain unaffected. If the supplier is responsible for a product damage, he shall indemnify us against claims for damages by third parties to this extent upon our first request. In this context, the supplier is also obliged to reimburse any expenses pursuant to sections 683, 670 BGB (German Civil Code) arising from or in connection with a recall action initiated by us. In the event of an event, we shall immediately inform the supplier of the content and scope of the recall or service measures to be carried out.
  2. At our request, the supplier undertakes to take out product liability insurance without delay with a sum insured to be determined by us, but at least with a sum insured of € 2 million per personal injury/property damage - as a lump sum - and to prove this to us. If we are entitled to further claims for damages, these shall remain unaffected.

XIII. TRANSFERABILITY, WITHDRAWAL

  1. The transfer of rights and obligations from the contractual relationship requires our prior written consent. The supplier shall inform us immediately if the assignment of claims against us becomes necessary due to extended ownership rights of third parties.
  2. We are entitled to withdraw from the contract in whole or in part without compensation if the supplier's creditworthiness or ability to deliver deteriorates to such an extent that, in our opinion, performance of the contract is at risk, the supplier ceases payments, insolvency proceedings are instituted against his assets or the opening of insolvency proceedings is rejected for lack of assets.
  3. If it becomes impossible or considerably more difficult for us to fulfil our contractual obligations as a result of circumstances for which we are not responsible - in particular force majeure - we may cancel the contract in whole or in part or demand performance at a later date without the supplier being entitled to any claims against us as a result thereof.

XIV. PROVISION OF MATERIALS, MEANS OF PRODUCTION

  1. The objects provided by us are to be treated and processed as intended on our behalf and remain our property at every stage of treatment and processing. In the case of processing with other items not belonging to us, we shall be entitled to co-ownership of the newly manufactured items in the proportion of the value of our items provided to the total of all items used in the manufacture, including the supplier's expenses for their processing. In this respect, the supplier shall also store the goods for us free of charge. The same shall apply if our ownership should be lost due to mixing or blending. We must be informed immediately of any legal or actual impairment of items provided.
  2. The supplier shall be liable for the loss of or damage to items provided. In the event of accidental loss or accidental damage to items provided, the supplier shall not be entitled to compensation for its expenses for the processing or treatment of these items.
  3. Manufacturing equipment such as samples, tools, gauges, moulds, devices, drawings, data and the like provided to the supplier by us or manufactured by the supplier or for the supplier by third parties according to our specifications may not be sold, pledged or otherwise passed on to third parties or used or copied in any way for third parties without our written consent. The same shall apply to objects manufactured with the aid of these means of production; they may only be delivered to us unless we agree in writing to their use for other purposes. After completion of the order, the means of production must be returned to us in proper condition without delay.
  4. Tools, moulds, devices, templates, films, clichés, drawings, engravings, samples, data etc. provided or ordered by us shall remain our property or shall become our property upon acquisition or manufacture; the handover shall be replaced by the fact that the supplier shall keep the items in safe custody for us. The objects are to be marked as our property, to be maintained and repaired comprehensively and to be sufficiently insured. Section 690 BGB (German Civil Code) shall not apply here. Ownership also entitles us to transfer the objects to third parties for production. This applies in particular if production difficulties arise for the supplier. Should we request the supplier to surrender the items, the supplier must comply with our request without delay and without any right of retention. Irrespective of this, we are prepared to leave the objects in the possession of the supplier as long as the deliveries are made by the supplier in accordance with the order, in particular on time and at competitive prices.
  5. If the supplier violates the provisions of paragraphs 3 and 4, we shall be entitled, without prejudice to further rights, to withdraw from the contract in whole or in part, to demand damages instead of performance or compensation for futile expenses.

XV. OTHER TERMS

  1. Place of performance and - if the supplier is an entrepreneur - place of jurisdiction for both parties to the contract is D - 78078 Niedereschach-Kappel, Germany. We are also entitled to sue the supplier at his general place of jurisdiction.
  2. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between us and the customer. The application of the United Nations Convention on Contracts for the International Sale of Goods(CISG) and other conflict of law rules do not apply. For the interpretation of delivery clauses, the INCOTERMS as amended from time to time shall apply.
  3. Should any of these terms and conditions and the contractual provisions be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provisions shall be reinterpreted in such a way that the intended legal and economic purpose is achieved. The same shall apply if a gap in the contract which needs to be filled becomes apparent during execution of the contract. The contracting parties undertake to replace the ineffective provisions immediately by legally effective agreements or to close the contractual gap.
  4. The supplier's data will be stored by us within the scope of the purpose of the contractual relationship. Our privacy policy can be found at https://www.sr-line.com/en/privacy.html.