General Terms and Conditions of Purchase
Version: 1.12.2021
1 General
1.1 The Buyer places orders exclusively based on its General Terms and Conditions of Purchase; opposing or deviating terms and conditions of the contractual partner are not recognized by the Buyer unless the Buyer has expressly agreed to their validity in writing. Silent acceptance of deliveries and services by the Supplier as well as payments by the Buyer do not constitute consent to opposing terms of the Supplier.
1.2 The Buyer’s General Terms and Conditions of Purchase also apply to all future business with the Supplier. 1.3 In addition to these terms of purchase, the statutory provisions apply.
2 Conclusion and Amendments of Contract
2.1 Orders, delivery schedules, contracts of any kind, and any amendments or additions are only effective if they are made in writing, electronically, via machine-readable data carriers, or by fax.
2.2 Cost estimates are binding and will not be reimbursed unless expressly agreed otherwise.
2.3 If the Supplier does not accept the order within 2 weeks of its receipt, the Buyer is entitled to withdraw it. Delivery schedules become binding if the Supplier does not object within 5 business days of their receipt.
3 Delivery Date, Delay in Delivery, Penalty
3.1 The agreed delivery date is binding. The timeliness of deliveries without installation or assembly is determined by the receipt at the delivery address specified by the Buyer; for deliveries with assembly or services, by their acceptance.
3.2 If a delay in delivery or performance is foreseeable, the Supplier must notify the Buyer immediately in writing.
3.3 If shipments must be expedited due to the Supplier’s fault, the additional costs incurred shall be borne by the Supplier.
3.4 The unconditional acceptance of a delayed delivery or performance does not constitute a waiver of the Buyer’s claims for damages due to the delay.
3.5 Quantities, weights, and dimensions are determined by the Buyer’s incoming goods inspection, unless proven otherwise.
3.6 For software included with the product, including its documentation, the Buyer has the right to use it to the legally permitted extent (§§ 69a et seq. Copyright Act), as well as the agreed performance features necessary for the contractually intended use. The Buyer may also create a backup copy without explicit agreement.
3.7 If the Supplier defaults by exceeding the delivery date, the Buyer is entitled to demand a contractual penalty of 0.1% of the net order value per calendar day, up to a maximum of 5% of the net order value. Further statutory claims remain reserved; any accrued contractual penalty shall be credited against the damage claimed. The Buyer may declare the reservation of the contractual penalty up to the final settlement.
4 Force Majeure
Force majeure, labor disputes, unavoidable operational disruptions, governmental measures, and other unavoidable events release the Buyer—without prejudice to other rights—in whole or in part from the obligation to accept ordered goods, without the Supplier being entitled to claim damages or other rights.
5 Prices, Shipping, and Transfer of Risk
5.1 Agreed prices are fixed prices and include delivery to the specified delivery address, including packaging, transport costs, and transport insurance.
5.2 Partial deliveries are only accepted with prior written consent.
5.3 For deliveries without installation or assembly, the risk passes to the Buyer upon receipt at the specified delivery address. For deliveries with installation or assembly and for services, the risk passes to the Buyer upon acceptance at the installation site.
5.4 If goods are delivered earlier than agreed, the Buyer reserves the right to return them at the Supplier’s expense. If the goods are not returned in the case of early delivery, they will be stored at the Buyer’s premises at the Supplier’s expense and risk until the agreed delivery date. Payment will be made on the agreed due date.
6 Invoices, Payments, Offsetting, Retention
6.1 Invoices must be issued for each individual order, stating the order number and other order identifiers, and sent to the Buyer’s address. Improperly submitted invoices shall be deemed received only upon correction.
6.2 Payments will be made within 14 days with a 3% discount or within 30 days net after delivery or acceptance and receipt of the invoice. The discount deduction is permissible even if the Buyer offsets or withholds payments due to defects. Payment is subject to invoice verification.
6.3 Payments do not constitute acceptance of the delivery or service as contractually compliant.
6.4 The Supplier may only exercise rights of offset if its counterclaims are legally established, undisputed, or acknowledged by the Buyer. The Supplier may only exercise a right of retention if it is based on the same contractual relationship.
7 Termination or Withdrawal for Cause
The Buyer may terminate the contract or withdraw from it for cause, particularly if the Supplier files for insolvency, ceases payments not only temporarily, or insolvency proceedings are opened against the Supplier’s assets or rejected due to insufficient assets.
8 Performance and Warranty
8.1 The Supplier guarantees that all deliveries and services comply with the agreed specifications, are carried out professionally using the best materials, and comply with the latest state of technology, relevant legal regulations, and the standards and guidelines of authorities, trade associations, and professional bodies.
8.2 The Buyer has the right to choose the type of subsequent performance, including under contracts for work. § 439 of the German Civil Code (BGB) applies accordingly.
8.3 In addition to statutory warranty claims, the Buyer may remedy defects itself after the unsuccessful expiry of a deadline for subsequent performance set by the Buyer and demand reimbursement of necessary expenses, unless the Supplier justifiably refuses subsequent performance. In urgent cases, particularly to prevent significant damages, the Buyer may remedy the defect at the Supplier’s expense without setting a deadline.
8.4 If the Buyer must take back products or reduce the purchase price due to defects caused by the Supplier, no additional deadline needs to be set for warranty claims against the Supplier.
8.5 The Buyer may claim reimbursement for expenses incurred in the context of subsequent performance (e.g., transport, travel, labor, and material costs) if the defect existed when the risk was transferred to the Buyer.
8.6 The warranty period is 36 months, starting with the delivery or acceptance of the goods unless otherwise agreed.
9 Industrial Property Rights
9.1 The Supplier guarantees that all deliveries are free from third-party property rights and that the use of delivered goods does not infringe patents or other rights.
9.2 The Supplier shall indemnify the Buyer and its customers from any third-party claims arising from such infringements.
10 Product Liability, Indemnification
10.1 If the Buyer is held liable for defective products that can be attributed to the Supplier, the Supplier shall reimburse the Buyer for damages incurred.
10.2 The Supplier shall indemnify the Buyer against claims from third parties and reimburse costs arising from product recalls due to defective goods supplied by the Supplier.
11 Execution of Work
Personnel performing work on the Buyer’s premises must comply with safety regulations and accident prevention measures.
12 Documentation, Tools, and Samples
12.1 Materials, tools, and designs provided by the Buyer remain the Buyer’s property and must not be used for other purposes.
13 Place of Performance, Jurisdiction, Applicable Law
13.1 The place of performance for delivery obligations is the delivery address specified by the Buyer.
13.2 The jurisdiction for all disputes arising from contracts under these terms is Marburg/Lahn, Germany.
14 Code of Conduct and Sustainability
14.1 The Supplier undertakes to comply with the Buyer’s Code of Conduct and recognized sustainability standards.
14.2 The Supplier shall continuously strive to improve its sustainability and social practices to support the Buyer’s products and corporate goals.
