General Conditions of Purchase of helios lubeoil® GmbH Co KG and group
Applicable in business dealings with companies, legal entities under public law and public-law special funds.
1.1. Our conditions of purchase apply exclusively; We do not accept conflicting or deviating terms and conditions of the supplier, unless we have expressly agreed in writing to their validity. Our Terms of Purchase shall also apply if we unconditionally accept or pay for deliveries of products and services of the Supplier (hereinafter referred to as the subject of the contract) while being aware of terms and conditions of the Supplier which conflict with or deviate from our Terms and Conditions of Purchase.
1.2. Our terms and conditions of purchase also apply to all future deliveries and services of the supplier to us until the validity of our new General Terms and Conditions of Purchase
2. Conclusion of contract - changes - documents
2.1. Orders, statements and delivery schedules as well as their changes must be in writing. Orders and delivery schedules can also be made by remote data transmission or fax.
2.2. Verbal agreements before or upon conclusion of the contract require written confirmation from us and the supplier to be effective.
2.3. If the supplier does not accept the order within two weeks of receipt, we are entitled to revoke it. Delivery schedules become binding if the supplier does not object within five working days of receipt.
2.4. We reserve the rights of ownership and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for the production on the basis of our order; After completion of the order, they must be returned to us unsolicited. They are to be kept secret from third parties insofar as the provision of 9.4 applies in addition.
3. Prices - Terms of payment - Invoice
3.1. The price stated in the order is binding. Unless otherwise agreed in writing, the price is "free factory" duty paid (DDP according to Incoterms 2000) including packaging. VAT is not included. The return of the packaging requires a special agreement.
3.2. We can only process invoices if they - according to the specifications in our order, delivery orders - specify the order number given there. The invoice must be sent to the printed address in a single copy stating the invoice number and other allocation characteristics; it may not be attached to the programs. For all consequences arising from non-compliance with these obligations, the supplier is responsible, unless he proves that he is not responsible for these.
3.3. If no special agreement has been reached, the invoice will be settled either within 14 days with a deduction of 3% discount or within 30 days without deduction from the due date of the claim for payment and receipt of both the invoice and the goods or service. Payment is subject to invoice verification.
3.4. We are entitled to set-off and retention rights to the extent permitted by law.
4.1. Deviations from the agreed contracts and orders are only permitted after our prior approval.
4.2. Agreed dates and deadlines are binding
4.3. Decisive for the observance of the delivery date or the delivery time is the receipt of the goods with us. If delivery "ex works" (DDU or DDP according to Incoterms 2000) has not been agreed, the supplier must make the goods available on time, taking into account the time to be agreed with the carrier for loading and shipping.
4.4. The supplier is obliged to notify us immediately in writing if circumstances occur or become apparent to him, from which it emerges that the conditional delivery time can not be met.
4.5. If agreed deadlines and / or deadlines are not met, we are entitled to the statutory claims. In particular, we are entitled, after fruitless expiry of a reasonable period, to demand damages instead of performance and rescission. If we demand damages, the supplier has the right to prove to us that he is not responsible for the breach of duty.
4.6. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of the claims for compensation due to us for the delayed delivery or service.
4.7. Partial deliveries are in principle inadmissible, unless we have expressly agreed to them or they are reasonable for us.
4.8. For quantities, weights and dimensions, subject to any other proof, the values ??determined by us during the incoming inspection are decisive.
5. Force majeure
Force majeure, labor disputes, non-operational disruptions, unrest official measures and other unavoidable events entitle us - without prejudice to our other rights - wholly or partially to withdraw from the contract, as long as they are not insignificant duration and a significant reduction in our needs result.
6. Transfer of risk
Unless otherwise agreed in writing, the supplier bears the material risk until acceptance of the goods by us or by our representative at the place to which the goods are to be delivered according to the order.
7. Examination of defects - liability for defects
7.1. The acceptance of the goods is subject to the examination for freedom from defects. Unless otherwise agreed, an incoming goods inspection by us takes place only with regard to externally visible damage and externally recognizable deviations in identity and quantity. We are entitled to examine the subject matter of the contract, as far as and as soon as this is feasible in the ordinary course of business. Detected defects are reported by us immediately after discovery; the complaint is timely, provided it is received by the supplier within a period of 5 working days, calculated from the receipt of the goods or in the case of hidden defects after discovery. Insofar, the supplier waives the objection of the delayed notice of defects.
7.2. The statutory provisions on defects of quality and title are ours in their entirety unless otherwise provided below; In any case, we are entitled to demand from the supplier, at our discretion, removal of defects or delivery of a new item. The supplier has the right to refuse the type of supplementary performance chosen by us under the conditions of § 439 para. 3 BGB. The right to compensation, in particular for damages instead of performance, remains expressly reserved.
7.3. In urgent cases, in particular to avert acute dangers or avoid major damages, we are entitled to remedy the defects ourselves or have them carried out by a third party, should the supplier fail to remedy the defect immediately after our request for remedying the defect begin.
7.4. Claims for material defects expire in 24 months, beginning with the delivery of the subject matter of the contract. Other limitation periods are governed by the statutory provisions.
7.5. If costs arise due to the defectiveness of the subject of the contract, in particular transport, travel, labor, material costs or costs for an incoming inspection exceeding the usual scope, the supplier shall bear these costs.
7.6. If we are obliged to take back goods manufactured and / or sold by us as a result of the defectiveness of the contractual object delivered by the supplier or is therefore reduced in relation to the purchase price or if we are claimed in any other way, we reserve the right of recourse against the supplier before, where it is not necessary for our rights of a otherwise required deadline.
7.7. We may require the supplier to reimburse us for expenses incurred in relation to our customers because they have a claim against us for compensation for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labor and material costs.
7.8. Notwithstanding the provisions of paragraph 7.4. (Prescription of claims for defects), the limitation period shall apply in the cases of Number 7.6. and 7.7. at the earliest two months after the date on which we have fulfilled the claims directed against us by our customers, but no later than five years after delivery by the supplier.
8. Product Liability - Indemnification - Liability Insurance
8.1. Insofar as the supplier is responsible for a product damage, he is obligated to exempt us from claims for damages of third parties upon first request insofar as the cause lies within his sphere of control and organization and he himself is liable externally. In the above case, the supplier assumes all costs and expenses, including the costs of any legal action or recall. About content and
We will inform the supplier - as far as possible and reasonable - about the extent of the recall measures to be carried out and give him the opportunity to comment. This does not affect any other statutory claims.
8.2. The supplier undertakes to maintain a product liability and fire insurance with a coverage of € 10 million per personal injury / property damage - lump sum; if we are entitled to further claims for damages, these remain unaffected.
9. Property rights
9.1. The supplier warrants that no third party rights within the Federal Republic of Germany will be violated in connection with his delivery.
9.2. If we are claimed by a third party, the supplier is obligated to indemnify us against these claims upon first written request; We are not entitled to make any agreements with the third party without the consent of the supplier, in particular to conclude a settlement.
9.3. The indemnification obligation of the supplier refers to all expenses that necessarily accrue to us from or in connection with the claim by a third party.
9.4. The period of limitation is ten years, calculated from the conclusion of the contract.
10. Safety and Environmental HSE
10.1 Upon acceptance of the order, the contractor / supplier undertakes to comply with all legal and professional association safety, statutory, regulatory and official directive requirements and environmental requirements as well as to comply with the corresponding safety requirements of our coordinator
11. Retention of title - Provision - Tools - Confidentiality - Confidentiality obligation
11.1. If we provide parts to the supplier, we reserve the right of ownership. Processing or transformation by the supplier are made for us. If our reserved goods are processed with other objects not belonging to us, we acquire co-ownership of the new object in proportion to the value of our goods (purchase price plus VAT) to the other processed objects at the time of processing.
11.2. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it shall be deemed to have been agreed that the supplier assigns co-ownership pro rata to us; the supplier keeps the sole ownership or co-ownership for us.
11.3. On tools we reserve the property; the supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is obligated to insure the tools belonging to us at replacement value against fire, water and theft at his own expense. At the same time, the supplier hereby assigns to us all compensation claims from this insurance; We accept the assignment. The supplier is obliged to carry out any required maintenance and inspection work on our tools as well as all maintenance and repair work at his own expense in good time. He must notify us of any incidents immediately; If he fails to do so culpably, claims for damages remain unaffected.
11.4. The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The secrecy obligation also applies after completion of this contract; It expires if and insofar as the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
11.5. confidentiality obligation
The contractor confirms that in connection with this contract existing information used by him only in the context of this contract, not disclosed to third parties and may not be used for other purposes without the express prior written consent of the client, unless it is imperative for processing the order is.
This confidentiality obligation will survive the termination of this contract.
Any contact with media of any kind is prohibited in this context.
The contractor guarantees that confidentiality is strictly adhered to by his subcontractors.
11.6. Insofar as the security interests to which we are entitled in accordance with para. (1) and / or para. (2) exceed the purchase price of all our unpaid reserved goods by more than 10%, we shall be obliged to release the security interests at our discretion upon request of the suppliers.
12. Jurisdiction - Place of performance
12.1. If the supplier is a merchant, our place of business is the place of jurisdiction; however, we are entitled to sue the supplier at his place of residence.
12.2. Place of performance is the place to which the goods are to be delivered according to the order.
13. General provisions
13.1. Should a provision of these conditions and of the further agreements made be or become ineffective, this will not affect the validity of the remaining conditions. The contracting parties are obliged to replace the ineffective provision by a provision which is as similar as possible in economic success.
13.2. These General Conditions of Purchase are available in German and in English. In case of deviations, the German version of the General Conditions of Purchase has priority.
13.3. The contractual relationship is governed exclusively by German law, to the exclusion of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CSIG).