General Terms and Conditions of Purchase of Fingerhuth® HeatProtection - Isolier- und Textiltechnik (hereinafter referred to as Isolier- und Textiltechnik Fingerhuth)
1. General - Scope
1.1 Our General Terms and Conditions of Purchase shall apply exclusively to all our orders; any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase shall only be recognised if we have expressly agreed to their validity in writing. If the supplier does not accept our General Terms and Conditions of Purchase, this must be communicated to us in writing before delivery so that a mutual agreement can be reached. By accepting the order, our General Terms and Conditions of Purchase become part of the contract. Terms and conditions of sale / delivery which the supplier attaches to its offer or order confirmation or delivery shall not apply even if we do not object to them in writing. Our Terms and Conditions of Purchase shall also apply to all future transactions with the supplier. Insofar as a quality assurance agreement exists between us and the supplier, this shall take precedence over the provisions of these Terms and Conditions of Purchase in the event of contradictions or deviations.
1.2 Our Terms and Conditions of Purchase shall only apply to entrepreneurs pursuant to Section 14 BGB (German Civil Code).
1.3 Individual agreements concluded between the supplier and Isolier- und Textiltechnik Fingerhuth in separate contracts shall take precedence over Isolier- und Textiltechnik Fingerhuth's Terms and Conditions of Purchase pursuant to Section 305b BGB.
1.4 The use of our order or other data for advertising purposes is not permitted.
2. Prices & Terms of payment
2.1 The price stated in our orders is binding. The agreed prices are always free to our delivery address, including packaging and plus the statutory value added tax.
2.2 Invoices must be sent electronically by e-mail in PDF format to the e-mail address specified in the order and must contain the information specified in item 3.2. The supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he proves that he is not responsible for them.
2.3 Unless otherwise agreed in writing, we shall pay within 14 days with a 3% discount, within 30 days with a 2% discount or within 60 days without discount, calculated from receipt of goods and invoice. We shall be entitled to rights of set-off and retention to the extent provided by law.
3. Order acceptance
3.1 Orders placed by Isolier- und Textiltechnik Fingerhuth with the supplier shall be in text form by e-mail. Acceptance of our order must be made by the supplier in accordance with Section 148 BGB (German Civil Code) within a period of one calendar week from the date of our order by means of order confirmation in writing or text form (letter, fax, email). The supplier can only accept our order within this period. After expiry of the acceptance period, our order shall expire in accordance with Section 146 BGB. Acceptance of our order by verbal declaration or by conclusive action (effecting performance, dispatch, etc.) is excluded.
3.2 The following data must be included in the order confirmation:
- Supplier number,
- Sales tax identification number,
- Our order and commission number,
- Our item number,
- Supplier's article number,
- Article name,
- Quantities and prices,
- Indication of the binding delivery date.
3.3 Late acceptance of our order as well as acceptance of our order subject to extensions, restrictions or other changes shall be deemed to be a rejection of our order combined with a new application by the supplier (Section 150 BGB). Any details deviating from our order shall be specially marked by the supplier in his order confirmation. If this new request of the supplier is not accepted by us within a period of one calendar week in writing or text form (letter, fax, email), our silence shall be deemed to be a rejection.
3.4 Silence on our part in response to a commercial letter of confirmation shall not be deemed to constitute consent.
4. Drawings, samples, designs, etc.
4.1 We reserve all property rights and copyrights to illustrations, drawings, calculations, samples, drafts, technical specifications, factory standards, models and other documents made available to the supplier and, moreover, all rights to the features of the aforementioned documents, in particular for the acquisition of industrial property rights and rights of first or prior use vis-à-vis third-party property rights. They may not be made accessible to third parties without our express prior written consent. All documents are to be used exclusively for the manufacture of the parts specified in our order. After completion of the order, they are to be returned to us without being requested to do so or, within the scope of a permanent business relationship, they are to be kept carefully and returned to us upon request. They must be kept secret from third parties; in this respect, the provision of item 11.4 shall apply in addition.
5. Shipping, transfer of risk, place of performance
5.1 All consignments must be accompanied by a delivery note. In addition, immediately after shipping, deliveries must be declared in writing (e.g. copy of the delivery note by fax). If the goods are received by us unannounced, irrespective of whether delivery is made on the agreed date, we reserve the right to charge the supplier for the expenses incurred.
5.2 The place of performance for deliveries and services is the delivery address specified by us.
5.3 Until the complete handover of the deliveries and services at the place of performance (5.2), the supplier shall bear the risk of loss, accidental destruction or damage - irrespective of the pricing.
6. Delivery, delivery time
6.1 The delivery dates stated in our orders are to be understood as relative fixed dates, arriving at the destination/delivery address. If the delivery date is exceeded, the supplier shall continue to be obliged to perform. In exceptional cases, we reserve the right to declare the delivery dates as absolute fixed dates in individual contracts and after prior consultation with the supplier.
6.2 The supplier is obliged to inform us immediately in writing if it becomes apparent to him that the prescribed delivery date cannot be met and a delay in delivery cannot be avoided. Early deliveries generally require our written consent. Otherwise, we shall be entitled to refuse acceptance of the delivery, to pass on any costs incurred and to credit the invoice to the agreed delivery date.
6.3 In the event of a delay in delivery without prior notification, we shall be entitled to demand a contractual penalty of 0.5% of the delivery value per completed week, but not more than 10% of the delivery value, without setting a grace period. We undertake to declare the reservation of the contractual penalty to the supplier within 10 working days at the latest, calculated from receipt of the delayed delivery. The statutory claims remain unaffected by this.
6.4 Partial deliveries are generally not permitted. In individual cases, these shall be agreed in writing and clearly marked as partial deliveries on the documents.
7. Condition, labelling, documents and packaging
7.1 The deliveries must comply with the specifications, drawings and other information stated in the order. They shall be executed in such a way that all statutory regulations and ordinances are complied with.
7.2 Hazardous substances shall be packaged and labelled in accordance with the applicable laws, and the relevant safety data sheets shall be supplied at all times without being requested to do so. The dangerous goods classification must be indicated on the delivery note.
7.3 Deliveries shall always be accompanied by a works certificate.
7.4 Packaging should always be reusable and made of environmentally friendly materials. The supplier is obliged to dispose of its waste, packaging, etc. on its own responsibility and free of charge for us. If the packaging materials cannot be reused or if the disposal is not ensured by the supplier through the commissioning of third parties, we reserve the right to return the packaging materials to the supplier at the supplier's expense or to dispose of them at the supplier's expense.
8. Defect inspection - Liability for defects
8.1 With regard to the defect inspection and defect notification obligations to be fulfilled by us, the separate provisions of the quality assurance agreement existing between the supplier and us shall apply exclusively, according to which we are only obliged to inspect the quantity and type as well as externally recognisable transport damage and externally recognisable defects.
8.2 If there is no quality assurance agreement between the supplier and us, we are obliged, in deviation from Section 377 HGB (German Commercial Code), to inspect the goods after delivery (5.2) within a period of two weeks for any deviations in quality and quantity and to notify the supplier thereof. For the examination of non-recognisable defects, the period for notification of defects shall be two weeks from the discovery of the defect. In the case of deliveries of larger numbers and quantities, the inspection of random samples during the incoming inspection is sufficient for proper examination. If more than 5% of the random samples are defective during the inspection, an overall inspection of the delivery shall be carried out. The additional costs incurred for the overall inspection shall be borne by the supplier.
8.3 We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new item free of defects, provided that rectification of the defect or delivery of a new item free of defects does not involve disproportionate expense. The right to compensation for damages, in particular the right to compensation for damages instead of performance, is expressly reserved. In particular, changes in the type of processed material or constructive design compared to similar deliveries must be notified to us before the start of production and require our written consent. The supplier shall bear the costs and risk of the return of defective delivery items and the replacement delivery.
8.4 We are entitled, after prior consultation with the supplier, to remedy the defect ourselves or to have it remedied by third parties at the supplier's expense. Prior consultation is not required if there is imminent danger, there is a particular need for urgency or the supplier is in default with the rectification of the defect.
8.5 The limitation period for our claims for defects is 24 months, calculated from the delivery of the delivery item, unless a longer limitation period is prescribed by law. For repaired or replaced delivery items, the limitation period for our defect rights shall begin anew.
8.6 If we or our customer, who is an entrepreneur, or another third party, who is an entrepreneur, sell the delivery item processed or unprocessed to a consumer and if we, our customer or a third party have had to take back the delivery item (processed or unprocessed) as a result of its defectiveness, or if the consumer has reduced the purchase price, it shall not be necessary to set an otherwise required deadline for our defect rights against the supplier. In this case, we can demand compensation from our supplier for the expenses that we, our customer or another seller in the supply chain had to bear in relation to the consumer in accordance with Section 439 (2) of the German Civil Code (BGB), irrespective of the defect rights to which we are otherwise entitled. In this case, our claims for reimbursement of expenses against our supplier shall become time-barred 2 years after delivery of the delivery item. In this case, our claims for defects and claims for reimbursement of expenses against our supplier shall become statute-barred at the earliest 2 months after the time at which we have satisfied the claims of the consumer or our customer. This suspension of expiry shall end no later than 5 years after the date on which the supplier delivered the item to us. Unless otherwise stipulated above, the provisions on our recourse pursuant to Section 478, 479 BGB, in particular Section 478 Para. 3 BGB, shall remain unaffected.
9. Product liability - Indemnification - Liability insurance cover
9.1 Insofar as the supplier is responsible for product damage, it shall be obliged to indemnify us against claims for damages by third parties upon first request insofar as the cause lies within its sphere of control and organisation and it is liable itself in relation to third parties.
9.2 Within the scope of its liability for damages within the meaning of 9.1, the Supplier shall also be obliged to reimburse any expenses pursuant to Sections 683, 670 BGB (German Civil Code) as well as pursuant to Sections 830, 840, 426 BGB (German Civil Code) arising from or in connection with a recall action carried out by us. We will inform the supplier about the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment. Further and/or other legal claims remain unaffected.
10. Property rights
10.1 The supplier guarantees that no rights of third parties, in particular domestic or foreign industrial property rights, are infringed in connection with its delivery as well as by its delivery.
10.2 If a claim is made against us by a third party due to an infringement of rights within the meaning of 10.1, the supplier shall indemnify us and/or our customers against such claims upon first written request; we are not entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement.
10.3 The supplier's obligation to indemnify refers to all expenses necessarily incurred by us from or in connection with the claim by a third party. In particular, the costs of any legal disputes which may arise in this case shall be borne solely by the supplier.
10.4 The limitation period for our aforementioned claims is 10 years, beginning with the conclusion of the respective contract.
11. Retention of title - Provision - Tools - Secrecy
11.1 Insofar as we provide parts to the supplier, we shall retain title thereto. Processing or transformation by the supplier shall be carried out for us. If our goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items 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 the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the supplier's item is to be regarded as the main item, it shall be deemed agreed that the supplier transfers co-ownership to us on a pro rata basis; the supplier shall hold the sole ownership or co-ownership in safe custody for us free of charge. The material provided to the supplier shall be used exclusively for our order. If the material provided is not required for our order, it must be returned to us.
11.3 We retain ownership of tools, gauges, devices or other production goods (means of production); the supplier is obliged to use the means of production exclusively for the production of the goods ordered by us. The supplier is obliged to insure the production equipment belonging to us at replacement value against fire, water and theft damage at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our production equipment as well as all maintenance and repair work in good time at his own expense. He shall notify us immediately of any malfunctions; if he culpably fails to do so, our claims for damages shall remain unaffected.
11.4 The supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation to maintain secrecy shall also apply after the execution of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
11.5 Insofar as the claims against us pursuant to para (1) and/or para. (2) exceed the purchase price of all our reserved goods not yet paid for by more than 10 %, we shall be obliged to release the security interests at our discretion at the request of the suppliers.
12. EU Origin
12.1 The supplier undertakes to deliver only goods of EU origin and to provide proof to us and/or the customs authorities upon request. In the case of delivery of goods from third countries, special notification shall be given to the purchaser stating the country of origin.
13. Occupational safety and environmental protection
13.1 The supplier shall ensure and observe that all environmental and occupational health and safety regulations of the Federal Republic of Germany, as amended from time to time, are to be observed and complied with.
14. Applicable law - Language used - Data protection
14.1 The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.
14.2 The language of negotiation and contract shall be either German or English. However, the supplier shall bear the language risk associated with the use of the English language. In case of doubt, the supplier shall be represented by a language expert.
14.3 We will treat your personal data in accordance with the Federal Data Protection Act. The data is only stored for the purpose of processing the contract. The data will not be passed on to third parties outside of the processing of the contract without their express consent.
Date: 08.2022 // Subject to change