Information
Purchasing conditions
#inspireinventconnect
Terms and Conditions of Purchase of Wemhöner Surface Technologies GmbH & Co. KG
1. General provisions
The following terms and conditions of purchase apply exclusively to our orders and transactions. Any deviating terms and conditions of sale of the supplier shall only be deemed accepted if they have been confirmed by us in writing. The unconditional acceptance of deliveries and services or their payment does not constitute acceptance of the supplier's terms and conditions of sale.
2.0 Conclusion of contract / Framework agreements and orders
Our orders must be made in writing. They are valid without a handwritten signature if this is noted on the order form. The supplier is obliged to accept the order in the same form within a period of 2 weeks. After this period has expired, we are entitled to revoke the order.
All conditions, specifications, standards, and other documents attached to or listed in the order are part of the order. Further explanations to support the delivery processes are contained in the supplier guidelines to be obtained from us by the supplier. The supplier shall treat the order as a trade secret and keep it confidential. The supplier shall be liable for all damages incurred by us as a result of a breach of the aforementioned obligation.
2.1 Framework agreements
If a written framework agreement exists with the supplier for certain products, we shall waive the requirement for an order confirmation for individual call-off orders for these products. Individual orders within the framework agreement shall become effective if the supplier does not object to them within 5 working days of receipt.
Eine Auftragsbestätigung unter Abweichung von der Bestellung wird nur wirksam, wenn wir sie schriftlich bestätigen. Abrufe gemäß vereinbarter Lieferplaneinteilung bedürfen keiner Bestätigung.
2.2 Remote data transmission
For orders referred to in section 2, the written form requirement shall generally be waived when setting up remote data transmission to the supplier. However, any legally binding declaration that deviates from or supplements the framework agreement must be made in writing.
3. Change to the service or delivery item
If we request a change to the delivery item, the supplier must immediately notify us in writing of any additional or reduced costs and effects on deadlines and provide evidence thereof.
4. Force majeure
Production interruptions due to unavoidable events entitle us to withdraw from the contract; in all other cases, the delivery and payment dates shall be extended in accordance with the duration of the delay in the event of any impediments to acceptance for which we are not responsible.
5. Delivery time
Agreed delivery dates and deadlines are binding. If the supplier exceeds these dates and deadlines, it shall be in default without a reminder being required. The supplier must inform us immediately of any foreseeable delivery delays. In the event of a delay in delivery, we are entitled to the statutory claims. Additional costs, in particular in the event of necessary cover purchases, shall be borne by the supplier. Unconditional acceptance of the delayed delivery does not constitute a waiver of claims for compensation.
6. Delivery
All shipping documents must be duly completed with the information specified by us, in particular the order number, order item, commission number, plan number, dimensions, and quantity and weight per item. The supplier shall bear any costs arising from failure to comply with our shipping instructions. Unless otherwise proven, the values determined during our incoming goods inspection shall be decisive for quantities, weights, and dimensions. Unless otherwise agreed in writing, all deliveries shall be made free to the place of use.
Partial deliveries require our consent and must be marked as such in the shipping documents. Deliveries must be shipped in appropriate delivery packaging in accordance with the general regulations governing transport and freight. We do not bear the costs of transport insurance and packaging. If the supplier is obliged to take back the packaging used in accordance with the Packaging Ordinance, they shall bear the costs of return transport and recycling.
7. Invoicing and payment
The supplier must submit a separate invoice for each delivery or service. The invoice must correspond to the order description and contain our order number and the date of the order. Invoices that do not contain this information will be returned by us and will not be considered due for payment. The payment period for the invoice begins on the working day following receipt of a proper and verifiable invoice or acceptance of the goods or services, whichever is later. Unless otherwise agreed, the following applies:
Invoices with an invoice receipt date between the 1st and 15th of the month are payable on the 15th of the following month with a 3% discount, or 30 days after the discount period expires net. Invoices with an invoice date between the 16th and 31st of the month are payable on the 30th of the following month with a 3% discount, or 30 days after the discount period expires without discount.
In the event of incorrect delivery, we shall be entitled to withhold payment until proper performance, without loss of rebates, discounts, and similar payment benefits.
8. Warranty and material defects
The supplier warrants that the delivery item is free of material defects and defects of title and corresponds to the contractually agreed quality. We are entitled to inspect the goods in the ordinary course of business using recognized sampling procedures. The supplier waives the objection of late notification of defects if the defects discovered in the aforementioned process are reported to him in writing immediately or the undiscovered defects are reported to him in writing immediately after their discovery.
Unless otherwise agreed in writing, the warranty period for the delivery item is 24 months from commissioning/use of the end product, unless a longer limitation period applies in accordance with Section 438 (1) and (3) of the German Civil Code (BGB). If defects occur in the delivery item within the warranty period, the supplier shall, at our discretion, remedy the defect or provide a replacement free of charge after written notification and setting a reasonable deadline. In urgent cases and to prevent disproportionately large damage, we shall be entitled to remedy the defect ourselves or have it remedied by third parties and to demand reimbursement of the necessary costs. The same shall apply if the supplier has not remedied the defect after the unsuccessful expiry of a reasonable period set by us in writing. The statutory claims under § 437 No. 2 and No. 3 shall remain unaffected.
If the delivery item cannot be used in whole or in part during the course of subsequent performance, the warranty period shall be extended by the duration of the interruption of use. If the supplier has not remedied the defect in the delivery item after two attempts, we shall be entitled, after written notification, to withdraw from the contract or reduce the purchase price at our discretion. In addition, we shall be entitled to claim damages or reimbursement of our futile expenses.
9. Product liability
In the event that a customer or third party makes a claim against us for product liability, the supplier is obliged to indemnify us against such claims if and to the extent that the damage was caused by a defect in the product delivered by the supplier. In such cases, the supplier shall bear all costs and expenses, including the costs of legal action or recall. We shall coordinate the content and scope of such a recall with the supplier as far as possible and reasonable. In all other respects, the statutory provisions shall apply.
10. Property rights
The supplier guarantees that no third-party property rights are infringed in connection with its delivery. If claims are made against us by third parties due to such an infringement, the supplier shall indemnify us against all claims and bear all necessary expenses in connection with the claim.
11. Documents, models, confidentiality
Any documents, drawings, data, computer information, software, and items (samples, models, etc.) that we provide to the supplier for the execution of an order remain our property. They may not be reused, reproduced, or made available to third parties without our written consent. Products manufactured with the aid of our property, according to our specifications or with our substantial participation in their development may only be delivered to third parties with our written consent.
12. Retention of title, provision, and tools
We retain title to all parts provided to the supplier. Processing or transformation by the supplier shall be carried out exclusively for us. If the 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 proportion to the value of the goods subject to retention of title to the other processed items at the time of processing. If a part provided by us is culpably damaged or destroyed within the supplier's area of responsibility, the supplier's liability shall also extend to the repair or replacement of the part provided. Damage must be reported immediately.
The supplier is obliged to insure all parts, models, or tools provided at replacement value at its own expense. At the same time, the supplier assigns all compensation claims arising from this insurance. We reserve title to tools paid for or provided by us. The supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The assertion of a right of retention is excluded, unless the counterclaims are undisputed or have been legally established.
13. Applicable law
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14. Place of jurisdiction and place of performance
The place of jurisdiction for all disputes arising directly or indirectly from the contract, including for bill of exchange and check proceedings, as well as for proceedings for the issuance of an arrest warrant or a preliminary injunction, is Bielefeld. This does not apply if there is an exclusive place of jurisdiction. We are also entitled to choose the court responsible for the supplier.
Der Erfüllungsort für die von beiden Seiten zu erbringenden Leistungen ist Herford.