General Terms and Conditions of Purchase (GTCP)
We place orders in accordance with our General Terms and Conditions of Purchase. Our General Terms and Conditions of Purchase apply only
to businesses, legal entities under public law, or special funds under public law.
Other terms and conditions shall not form part of the contract, even if we do not expressly object to them. If we accept the
delivery or service without expressly objecting to it, this shall in no case be construed as our acceptance of your
terms of delivery.
These General Terms and Conditions of Purchase also apply to all future contractual relationships with you; any changes must be
acknowledged by us in writing. The fulfillment of the order shall be deemed acceptance of our terms and conditions on the part of the seller.
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1. Conclusion of the Contract:
Our offer is valid for six days. A contract is concluded only if our order is confirmed in writing within these
six days. Verbal orders or statements made by our representatives or agents, as well as
verbal agreements, require written confirmation. Other terms and conditions shall not form part of the contract, even if
we do not expressly object to them.
You must treat the conclusion of the contract as confidential and may not refer to business
relationships with us in advertising materials or reference lists until we have given our written consent.
Drawings and documents attached to orders and inquiries, as well as all models, templates, tools, etc., provided for the execution of orders,
remain our property and, unless expressly agreed otherwise,
must be returned unsolicited immediately upon completion of the order or in the event of its non-acceptance. They must not be
made accessible to third parties. We reserve the right to assert claims for damages arising from any misuse in this regard.
Unless further requirements are specified in the order, the
deliverables must be of standard commercial quality and—to the extent that DIN, EN, VDE, VDI, or equivalent standards exist—must be
delivered in accordance with these standards. In all cases, the items to be delivered must be manufactured and equipped in such a way that they
comply with the legal provisions in effect at the place of performance on the date of delivery—in particular those concerning technical work equipment,
hazardous substances, accident prevention, emission control, and workplace safety—and conform to established principles
of ergonomics. Machines, electronic assemblies, etc., must comply with the EMC directives in accordance with EEC regulations and
be marked with “CE.” The EC Declaration of Conformity must be enclosed with the delivery documents.
The seller shall be liable for any personal injury and/or property damage resulting from failure to comply with these provisions.
2. Prices:
The agreed-upon prices are ex-works. Packaging costs will be paid only if expressly agreed upon.
Your obligation to take back the packaging is governed by statutory provisions. In the event of a price reduction, you shall grant us the
daily price valid at the time of delivery. An increase in material prices, wages, and other cost factors does not entitle you
to a price adjustment, unless a specific agreement has been made to that effect.
3. Shipping:
Shipping is at the seller’s risk, and the seller is also liable for any consequences of an incorrectly issued waybill. The risk of
damage in transit is borne by the seller. Shipping must be made free of freight, packaging costs, and fees, and during the following
goods acceptance hours: Reisholzstr. 15, Monday through Thursday from 7:00 a.m. to 2:45 p.m., Fridays from 7:00 a.m. to 11:45 a.m. to the
delivery address specified by us, unless otherwise agreed.
Our shipping instructions must be strictly observed. Any additional costs arising from non-compliance shall be borne by the
supplier. Unless otherwise specified, the most economical shipping method must be selected.
We are fully or partially released from the obligation to accept the ordered delivery/service and are entitled, to that extent, to
withdraw from the contract if the delivery/service is no longer usable by us—taking economic considerations into account—due to
delays caused by force majeure or labor disputes.
4. Invoicing:
Invoices must be submitted in duplicate immediately upon delivery and must always include our order number;
for monthly deliveries, a consolidated invoice must be submitted by the third of the following month at the latest. Invoices that are not
submitted properly will not be considered received by us until they have been corrected.
5. Payment:
Payment shall be made after delivery and receipt of the invoice, either within 14 days with a 3% discount or within
60 days net in a form of payment of our choice.
The payment period begins upon receipt of the invoice, but not before receipt of the delivery. In the event of a defective delivery,
we are entitled to withhold payment on a pro rata basis until proper performance has been achieved.
6. Complaints:
The seller waives the right to object to a late notice of defects. We reserve
a period of at least 14 days after receipt of the shipment to inspect the goods (Section 377 of the German Commercial Code).
7. Seller's Liability for Defects and Damages:
We are entitled to the full scope of statutory claims for defects. In particular, we are entitled to demand that the seller, at
our option, remedy the defect or deliver a new item. We expressly reserve
the right to assert claims for damages, including damages in lieu of performance, for any degree of fault, in
full accordance with statutory provisions.
The statute of limitations for claims for defects is 3 years. It begins upon transfer of risk or acceptance.
The seller is liable to us for any damages caused by the seller or its agents in full and for
any degree of fault in accordance with statutory provisions.
8. Delivery Date:
The delivery time we specify is binding. The seller is obligated to notify us immediately in writing
if he is unable to meet the agreed-upon delivery date or wishes to deliver earlier. Our rights arising from a delay in
performance remain unaffected by this obligation to provide notice.
If the seller is in default of delivery, the seller shall pay a contractual penalty of 0.1% for each business day of delay, up to a maximum of 5% of the
order total. The assertion of statutory claims due to delay in performance
remains unaffected.
In the event of early delivery, we reserve the right to return the goods at the seller’s expense. If no
return is made, we will store the goods until the delivery date at the seller’s expense and risk. Early delivery
of the ordered goods does not affect the payment term, which is based on the agreed-upon delivery date.
9. Withdrawal from the Contract:
We are entitled to withdraw from the contract if the seller has filed a petition for the commencement of
insolvency proceedings with respect to its assets, has submitted an affidavit pursuant to § 807 of the German Code of Civil Procedure (ZPO), or if insolvency proceedings have been commenced with respect to
its assets or if the commencement of such proceedings has been denied due to lack of assets.
In cases of force majeure, we may cancel the contract in whole or in part or demand that performance be postponed to a later date
without this giving rise to any claims against us.
10. Occupational Safety:
The relevant occupational safety and health regulations apply to the provision of services at our facilities. All
contractor employees working at our company are required to comply with our safety and
health protection regulations that apply to them, as well as with the procedures and work instructions established to ensure the safe performance of the work.
In this regard, the plant, branch, or
department manager designated to oversee cooperation with the contractor at our company has the authority to issue instructions to the contractor’s employees. Before work begins, the employees of the
contractor will receive an orientation (initial training) from the plant manager or a person designated by him regarding our
safety standards, as well as instruction on their specific duties and workplace requirements.
Contractors are briefed on the principles and measures practiced by our company and are required to comply
with them.
11. Sonstiges:
Any legally significant declarations or notices that the Seller is required to provide to us or to a third party must be made in
writing. Unless otherwise specified in the contract, the place of performance and payment is our registered office in Hilden.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is the court
with jurisdiction over our registered office in Hilden.
Should one or more provisions of the contract with the seller, including these General Terms and Conditions of Sale, be or become invalid,
the validity of the remaining provisions shall remain unaffected. The provision that is wholly or partially invalid shall
hereby be deemed replaced by a new, valid provision that serves the same legal and economic purpose as closely as possible. The same applies to any unforeseen gap in these provisions.