GENERAL TERMS AND CONDITIONS OF PURCHASE
HAMANN AG, Bei der Lehmkuhle 4, 21279 Hollenstedt, Germany (hereinafter also referred to as “Supplier”)
SECTION 1: APPLICATION
(1) Only these Terms and Conditions of Purchase shall apply to orders placed by HAMANN AG. Any terms and conditions of the supplier that conflict with or deviate from these Terms and Conditions of Purchase shall not be recognized unless we have expressly agreed to their validity in writing. The Terms and Conditions of Purchase shall also apply if we accept the delivery or service without reservation in the knowledge of conflicting or de-viating conditions of the supplier.
(2) These terms and conditions apply to compa-nies (§ 14 para. 1 BGB), corporations under public law and special funds under public law.
(3) They shall also apply to all future deliveries, ser-vices or offers to us even if they are not agreed again separately.
SECTION 2: ORDERS AND CONTRACTS
(1) Unless our orders und contracts expressly con-tain a binding time limit we shall consider our-selves bound by them one week after the date of the order or contract. The date of receipt by us of the declaration of acceptance shall determine whether acceptance is timely. Delivery orders be-come binding if they are not expressly contra-dicted promptly in each individual case.
(2) Acceptance must be made in writing (also by e-mail or fax). If the supplier wishes to supplement or amend the terms of the contract as set out in the order or contract, the supplier must expressly point this out. Additions or amendments shall only become part of the contract if Customer confirms them in writing. Oral agreements require written confirmation to be valid.
(3) Offers of the supplier are made free of charge, this also applies to necessary documents, disposi-tion, other drawings or other documents.
SECTION 3: PRICES, PAYMENT TERMS AND CONDI-TIONS, INVOICE DETAILS
(1) The price stated in our order is binding.
(2) Save as otherwise agreed in writing, the price shall include delivery and shipping to the shipping address specified in the contract including pack-aging. In particular, this price includes the costs of tolls, customs clearance and other surcharges.
(3) Unless otherwise agreed, we shall pay the pur-chase price after delivery of the goods and re-ceipt of the invoice within 14 days with a 3% discount or within 30 days net. Discounted payment is also permitted if after payment withheld due to notified defects these defects are completely remedied and payment is made thereafter within the 14-day period. Receipt of our transfer order by our Bank shall suffice to establish the timeliness of the payments owed by us. In the event of a faulty, defective or incomplete delivery, the customer is entitled to withhold payment pro rata until proper delivery has been made. If the supplier has deliv-ered before the agreed delivery date, the afore-mentioned periods shall not be calculated ac-cording to the actual delivery date, but according to the agreed delivery date.
(4) All order confirmations, delivery papers and in-voices must include our order number, item num-ber, delivery quantity, delivery date and delivery address. In the invoices the Supplier must also in-dicate its valid VAT ID number and tax number. If one or more of these details is missing and this causes processing by us to be delayed in our nor-mal course of business, the payment time limits specified in paragraph 4 shall be extended by the period of the delay.
(5) In the case of late payment we shall owe late interest of nine percentage points above the base rate pursuant to Section 247 of the German Civil Code [Bürgerliches Gesetzbuch – BGB].
(6) Any advance and interim payments do not constitute recognition of the supplier’s conformity with the contract or the fulfilment of the service.
SECTION 4: DELIVERY TIME AND DELIVERY, TRANSFER OF RISK
(1) Delivery is made at the expense and risk of the supplier. The place of performance is generally the delivery address stated on the order.
The supplier must observe all relevant legal regu-lations when packing, labelling and dispatching his products. All dispatch notes, delivery notes, packing slips, bills of lading, invoices, on the outer packaging etc. must contain the order refer-ences, reference numbers and other information required in connection with the processing of the order as stipulated by us and specified in the or-der. If the supplier fails to do so, the customer is not responsible for delays in processing.
The supplier must pack, label and dispatch dan-gerous products in accordance with the relevant national and international regulations. The Sup-plier shall comply with all these (within the mean-ing of Article 3 No. 32 of EC Regulation 1907/2006/EG (hereinafter referred to as “REACH Regulation”)) Obligations according to the REACH regulation with regard to the delivery of the goods. In particular, in all cases prescribed in Arti-cle 31 Points 1 to 3 of the REACH Regulation, he shall provide the Customer with a safety data sheet in accordance with
Regulation in the language of the recipient country.
In all deliveries of goods to the Customer, the Sup-plier shall provide information on the origin and customs tariff number with reference to the part number. In the case of goods originating in the Eu-ropean Union (EU), the supplier shall provide this information automatically to the customer via his long-term supplier’s declaration or individual sup-plier’s declaration. The customer must be notified immediately of any changes.
(2) The delivery time stated in the order (delivery date or deadline) shall be binding. Early deliveries are not permitted. Decisive for compliance with the delivery date is the arrival of the goods at the agreed destination. The Supplier shall be obli-gated to inform us in writing immediately if circum-stances occur or become evident which mean that the delivery time cannot be adhered to. If the latest date on which the delivery must be made can be determined under the contract, the Sup-plier shall be in default upon expiry of said date without us being required to issue a reminder in this respect.
(3) In the event of a delay in delivery, we shall have the full statutory rights, including the right to withdraw from the contract and the right to com-pensation in lieu of performance after expiry of a reasonable grace period without remedy.
(4) In the event of delays in delivery, the Customer is entitled, after prior written warning to the Sup-plier, to demand a contractual penalty of 0.5% for each commenced week of delay in delivery, up to a total maximum of 5% of the respective order value. The right to assertion regarding further dam-ages remains reserved. The contractual penalty must be offset against the default damages to be reimbursed by the Supplier. The Supplier is entitled to prove to the Client that no damage or less dam-age has been incurred as a result of the delay. The reservation of the assertion of claims to be made at the time of acceptance can still be de-clared until the final invoice is due. Further claims of the customer, especially claims for damages, are not affected by the promise of contractual penalty. If the Supplier proves that as a result of non-compliance with the delivery date or delivery period no damage or significantly lower damage than the contractual penalty determined in ac-cordance with sentence 1 has been incurred, the contractual penalty shall be cancelled or re-duced accordingly.
(5) The Supplier shall not be entitled without our prior written consent to make partial deliveries. Risk shall pass to us, even if consignment has been agreed, only once the goods are delivered to us at the agreed destination.
(6) The values determined by our incoming goods inspection shall apply to quantities, weights and dimensions, subject to proof to the contrary.
SECTION 5: RECEIPT AND EXAMINATION OF THE GOODS
(1) Cases of force majeure, as well as other un-foreseeable events for which the customer is not responsible, such as strikes, lockouts or natural disasters, entitle the customer to postpone re-ceipt of the goods for the duration of the event.
(2) Over- and underdeliveries are generally re-jected.
SECTION 6: PROTECTION OF TITLE
(1) We reserve title to or copyright in orders and contracts issued by us including drawings, im-ages, calculations, descriptions and other docu-ments provided to the Supplier. The Supplier may not without our express consent make them ac-cessible to third parties, disclose them, use them itself or through third parties or copy them. He must return these documents in full to the Client at the Client’s request if they are no longer required by the Supplier in the ordinary course of business. Any copies thereof made by the Supplier must in this case be destroyed; the only exceptions to this are copies that are kept in the context of statutory re-tention obligations and the storage of data for se-curity purposes in the normal course of data pro-tection.
(2) Retentions of title by the Supplier shall only ap-ply to the extent that they relate to our payment obligation for the respective products in respect of which the Supplier retains title. Extended or ex-panded retentions of title are specifically not per-mitted.
SECTION 7 WARRANTY CLAIMS
(1) The supplier guarantees that the contractual objects are free of defects and comply with the agreed specifications.
(2) In the event of defects, the client is entitled to the statutory claims without restriction. However, the warranty period is 36 months in deviation from this.
(3) Where there are discrepancies in quality and quantity, objection is in all cases made in a timely manner if we notify same to the Supplier within five business days of our receipt of the goods. Where there are latent defects objection is in all cases made in a timely manner if notification is made to the Supplier within three business days after the defect is discovered.
(4) By accepting or approving samples or speci-mens submitted, the client does not waive war-ranty claims.
(5) Upon receipt of a written notification of defects by the supplier, the limitation of warranty claims is suspended.
SECTION 8: PRODUCT LIABILITY
(1) The Supplier shall be liable for all claims as-serted by third parties for personal injury, property damage or financial losses which are attributable to a defective product delivered by him, and shall be obligated to indemnify us in respect of the re-sulting liability. If we are obligated due to a defect in a product delivered by the Supplier to imple-ment a third party recall, the Supplier shall bear all costs associated with the recall.
(2) The Supplier shall be obligated, at its own ex-pense, to maintain product liability insurance with the usual coverage amount. The Supplier shall send a copy of the liability policy to the Client at any time upon request.
SECTION 9 SPARE PARTS
(1) The Supplier shall be obligated to keep in stock spare parts for the products delivered to the client for a period of at least eight years following deliv-ery.
(2) If the Supplier intends to discontinue produc-tion of spare parts for the products delivered to us for whatever reason, it shall notify us of this imme-diately after the decision is made to discontinue production. Said decision must, subject to para-graph 1, be made at least twelve months prior to production being discontinued. The Supplier shall also be obligated to appoint a replacement sup-plier for us or provide us with the know-how for the corresponding spare part (including technical drawings and corresponding documentation) at no charge so that it can be manufactured by us or by third parties.
SECTION 10: CONFIDENTIALITY
The Supplier shall be obligated to keep confiden-tial the terms and conditions of the order and all information and documentation provided for this purpose (with the exception of information in the public domain) for a period of four years after the contract is concluded and only to use it to exe-cute the order. He will return them to the client im-mediately upon request after dealing with inquir-ies or after completion of orders. The Supplier may not without our prior written consent refer to the business relationship in promotional material, bro-chures, etc. or exhibit delivery items that have been made for us. The Supplier shall require his sub-suppliers to comply with this Section 10 ac-cordingly.
SECTION 11: ASSIGNMENT
The supplier is not entitled to assign claims from the contractual relationship to third parties, unless the customer gives his consent. Customer may not unreasonably refuse its consent.
SECTION 12: PLACE OF PERFORMANCE, JURISDIC-TION, APPLICABLE LAW
(1) The place of performance for both parties shall be Hollenstedt and Hamburg shall have exclusive jurisdiction for all disputes arising from the contrac-tual relationship.
(2) The contracts concluded between the Cus-tomer and the Supplier are subject exclusively to the law of the Federal Republic of Germany, ex-cluding the Convention on the International Sale of Goods (UN Sales Convention) and international private law.
(3) Insofar as the contract or these General Terms and Conditions of Purchase contain regulation loopholes, those legally effective regulations shall be deemed agreed to fill these loopholes, which the contracting parties would have agreed to in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Purchase, if they had been aware of the regulation loophole.