Terms & Conditions Hinterkopf GmbH GmbH
- as of August 2016 -
1. General and scope of application
These terms and conditions of purchase shall apply to receivables from and services rendered to us. Any conflicting or general terms and conditions of the supplier that are contradictory to our terms and conditions of purchase shall only apply if we have explicitly agreed to them in writing.
2.1. Orders as well as amendments and supplements are to be made in writing.
2.2. Any agreements require written confirmation by our purchase department. This also applies to amendments to our terms and conditions of purchase.
2.3. The written form is also complied with by e-mail or fax.
2.4. We are entitled to revoke our order if it is not confirmed unaltered within 8 days of receipt. Claims for damages by the supplier are excluded in this case. Delivery call-offs shall become binding at the latest if the supplier does not object within two weeks of receipt.
3.1. Delivery shall be made on the dates specified in our orders and call-offs. The receipt of the goods at our premises shall be the decisive factor for the timely fulfilment of the delivery date.
3.2. In case "delivery ex works" has not been specified, the supplier shall make the goods available in good time for loading and dispatch in agreement with a forwarding agent.
3.3. If the agreed delivery dates are not met, the provisions of the German Civil Code (BGB) shall apply. If the supplier anticipates difficulties as to manufacturing or material procurement or if circumstances occur which the supplier cannot influence and which result in a delivery delay, the purchasing department must be notified immediately.
3.4. The acceptance of a delayed delivery or service does not constitute a waiver of our claims for damages to which we are entitled because of the delayed delivery or service.
3.5. Partial performances are only acceptable if we have explicitly agreed to them.
3.6. The values determined during the incoming goods inspection are decisive values for quantities, weights and dimensions.
4. Force majeure and operational disruptions
Industrial disputes, operational disruptions beyond our responsibility and force majeure shall release us for the duration of their presence from the obligation to accept the goods in a timely manner. During such events, we may withdraw from the contract. After the end of these incidents, we are entitled to withdraw from the contract within 2 weeks.
5. Contractual penalty
Notwithstanding these provisions, if the agreed delivery date is culpably not met, we shall be entitled to claim 0.5% of the order value per week or part thereof, however not more than 5% of the order value or the net order sum. The assertion of claims for compensation in addition to the contractual penalty remains unaffected. However, a forfeited contractual penalty shall be offset against such claims for damages. The contractual penalty may be reserved until the final payment.
6.1. The acceptance of the delivered goods shall be subject to an inspection for defect-free condition, in particular also for correctness and completeness. Defects shall be notified immediately after discovery. Insofar, the supplier waives the objection of delayed notification of defects.
6.2. We shall have the right to choose the type of supplementary performance. The supplier may refuse supplementary performance if it would involve disproportionate costs.
6.3. If the supplier, after being requested to remove the fault, does not immediately begin with the supplementary performance measures, we shall be entitled in urgent cases and in order to avoid major damage to remove the fault ourselves or to have it removed as a substitute performance.
6.4. The warranty period is 2 years. It shall begin with the handover of the deliverable to us or to the third party named by us.
6.5. In case it is not a delivery but a work performance according to technical drawings and plans and the corresponding production of a product, the limitation period shall also be 2 years from acceptance.
6.6. If faulty goods are repeatedly delivered, or services are performed insufficiently or delayed, we shall be entitled to withdraw from the contract. In this case, the right of withdrawal also includes deliveries and services that the supplier would still have to provide in the future from this or another contractual relationship.
7. Terms of payment
7.1. Unless otherwise agreed, invoices shall be paid either within 30 days with a 3% discount or within 60 days net, after delivery or receipt of the invoice.
7.2. For the settlement of hourly wage work, a separate record shall be kept and submitted for confirmation not later than at the beginning of the week following the completion.
8. Documents and manufacturing equipment
8.1. If technical documents, tools, manufacturing equipment, etc. are provided by us, they shall remain our property. These must be returned to us after completion of the order, including all duplicates made.
8.2. Any material provided by us remains our property and must be kept safe and labelled. It may only be used for the completion of the order.
8.3. If the material provided is processed within the context of a contract for work and services, we shall become the direct owner of the new items created in this process. If the material provided only constitutes part of the new items, we shall be entitled to co-ownership of the new items in the same proportion as the value of the provided material contained therein.
9.1. The contracting parties undertake to treat as trade secrets all commercial and technical details which are not made public and which become known to them through the business relationship.
9.2. Technical drawings, models, templates, samples and similar items may not be handed over or made otherwise accessible to unauthorised third parties. The reproduction of such items is only permitted within the scope of operational requirements and copyright provisions.
9.3. Subcontractors shall be obliged accordingly.
9.4. The contracting parties may only advertise their business relationship with prior written consent.
10. Use of manufacturing equipment and confidential information of the purchaser
Models, matrices, templates, samples, tools and other manufacturing equipment, as well as confidential information made available to the supplier by the purchaser or paid for in full by the supplier, may only be used for deliveries to third parties with the prior written consent of the purchaser.
11. Export control
The supplier is obliged to inform us of any authorisation requirements for the export of his goods in accordance with German and European customs and export regulations as well as the regulations of the country of origin of his goods. Likewise, the supplier shall provide in his offers, order confirmations and invoices, for the relevant items of goods, information about export lists, the commercial policy origin of his goods or components of his goods, including technology and software. Upon our request, the supplier is obliged to inform us in writing about all other foreign trade data regarding his goods and their components.
12. Assignment of claim
Claims may only be assigned with our prior written consent.
13.1. The place of performance for both parties is Eislingen/Fils. This shall also apply if the service is delivered directly to third parties on our behalf.
13.2. The agreed place of jurisdiction is the Regional Court of Stuttgart. We reserve the right to assert our claims at any other permissible place of jurisdiction.
13.3. The contractual relationships shall be governed exclusively by German law, to the exclusion of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).
13.4. The contractual language is German. Insofar as the contracting parties use another language, the German wording shall take precedence.
13.5. Should individual clauses of these Terms and Conditions of Purchase be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.