Terms of business
General Purchasing Conditions
1. Area of application, German Law
1.1 For our orders these purchasing conditions are solely valid. Our purchasing conditions remain valid, even if we carry out payments or accepting deliveries while in knowledge of our purchasing conditions deviating from conditions by the supplier.
1.2 Deviations from these purchasing conditions are solely effective if we have confirmed them in writing. Confirmed deviations are only valid for the specific individual case without future reenactment.
1.3 These purchasing conditions replace all preceding purchasing conditions.
1.4 The law of the Federal Republic of Germany applies as agreed upon. The application of the UN-Kaufrechts is impossible.
1.5 These purchasing conditions apply also and are valid for all future business with us.
1.6 As far as in connection with the shipments reference is given to Incoterms, then it is being referred to Incoterms 2010. If Incoterms are decided upon to make us of in individual cases, the regulations deviating from these general purchasing conditions have priority over the terms of these general purchasing conditions.
2.1 Only written orders are obligatory. The same is true for other arrangements, which take place before or after concluding a contract.
2.2 Our orders are required to and can only be accepted within one week starting from date of the order.
2.3 We reserve property and copyrights for our proposal documents (designs, computations and other documents). These proposal documents must not be made accessible to a third party without our previous explicit written agreement and consent.
2.4 The supplier is not entitled to provide services via a third party without our previous written agreement and consent.
2.5 The supplier is only entitled to deviate in providing supplies and services from the terms specified in the order specification after our written agreement and consent. Also after the provision of agreement the supplier is obliged to provide product samples free of charge on our request. The general acceptance of the sample does not free the supplier of its other contractual obligations. It also represents no acceptance of the final product.
3. Prices, terms of payment
3.1 The prices specified in the order are fixed prices (Incoterms 2010).
3.2 The supplier carries taxes, tariffs and other delivery costs – exempting the value added tax.
3.3 Our payments are carried out deducting 2% discount payment after having received the shipments within 8 days after purchase invoice or within 30 days after purchase invoice without deduction, as far as nothing else is agreed upon. The payment neither denotes a statement on the quality of the shipment nor does it limit our rights.
3.4 We are entitled to rights to set-off and rights of retention according to statutory rights and regulations.
3.5 The supplier is obliged to indicate our part number as well as the remaining order data (date, quantity of, etc.) on all shipping documents, delivery notes and calculations; if the supplier omits this, then delays as a consequence of these actions are not covered by us.
3.6 In case of delay of payment we are liable solely for the amount represented by the legal default interest.
4. Delivery time
4.1 The delivery times and/or dates of delivery agreed upon are binding. If the parties had agreed upon a specific date/time for delivery, then the counting of is initiated by the order date. The date of delivery is the day the shipment is to be off-loaded at the delivery address specified by us.
4.2 In case of delayed shipments, which must be covered by the supplier, following a payment reminder all damages resulting from the delay have to be covered. A payment reminder is dispensable if for the goods and services a time is set according to the calendar. Instead of calling for compensation we can demand payment for damages after an appropriate period, which is set by us.
4.3 In case of delayed supply, regardless whether it must be covered by the supplier, we have the right to withdraw from the contract after an appropriate period set by us has run out without complete avail.
4.4 If it becomes apparent that the delivery date cannot be met then the supplier has to contact us immediately and without delay.
4.5 Deliveries of supplies have to take place workdays during the common office opening hours. The signing of the delivery note and/or the actual acceptance of the supplied commodity does not provide statements on whether the supply’s specification is being met.
4.6 Should we be incapable of absorption on the grounds of experiencing operational disturbances due to higher force, to which also count strike, lockouts as well as transportation disturbances without our merit, then we are freed from our obligation to absorption. In these cases rights for compensation or damages on behalf of the supplier are exempt.
5. Passing of risk, retention of ownership by supplier
5.1 Shipments take place according to Incoterms 2010.
5.2 Ownership of goods supplied is transferred to us through the delivery. Any retention of ownership by the supplier is not accepted by us.
6. Quality and documentation, Compliance
6.1 Shipments have to be in accordance to the legal rules and regulations, to the latest specifications from technical and scientific developments, must in particular meet current relevant environmental rules and regulations and have to be in alignment to the specifications agreed upon.
6.2 Within the boundaries of its business operations, the supplier pays tribute to aspects of environmental protection comprehensively.
7. Notice of defects – warranty for defects
7.1 We are obliged to survey the shipment for deficiencies within an appropriate period of time; the reproach is punctual, if it is dispatched within ten working days, counted starting from incoming goods or when deficiencies are hidden starting from the day of their discovery (whereby we are solely accountable for punctual dispatching). The supplier commits itself to carry out its own goods quality assurance methods for outgoing shipments. We are obliged solely to the reproaching deficiencies – not however to the investigation of the shipment.
7.2 For our rights with special and defective titles the statutory rights are valid with the following additions:
a) The statutory period of limitation for claims of defects amounts to two years, counted starting from day of shipment – however at the latest 30 months since the shipment, as far as the law does not state a longer period. In those cases where legally or contractually absorption is stated, the limitation begins with absorption.
b) We are entitled to demand rework or replacement to our choice for shipments that are defected.
7.3 The supplier is responsible for any degree of encumbrance. We do not recognize liability limitation limiting clauses by the supplier.
7.4 As far as we are taken claim for the defectiveness of our product from third and this defectiveness is traced back to goods provided by the supplier, then the supplier has to exempt us from claims of damages at our initial request.
The supplier is obliged to insure themselves sufficiently for all risks of product liability and to present the insurance at our request.
9. Patent rights
9.1 The supplier assures that the product supplied is free of third patent rights that are valid within the European Union.
9.2 If third plead patent right infringement against us, the supplier is obliged to exempt us from these claims at our initial request. This exemption holds also true for our customers. This exemption obligation is void if the supplier manufactured the articles supplied according to our designs, models or equaling descriptions. If the supplier expects patent right infringement to have happened, they will immediately inform us.
10. Place of delivery
Place of delivery for all supplies, goods and services are the destination set by us (usually delivery place of the respective facility).
11. Court of jurisdiction / non-disclosure / other
11.1 For all disputes resulting from shipments and supplies the sole court of jurisdiction is Reinbek. This also holds true for if the supplier does not hold a court of jurisdiction inland.
11.2 The supplier is obliged to keep strictly secret all illustrations, designs, computations, other documents and information received. Third may be granted access solely with our explicit written agreement. The secrecy obligation remains also valid after completing of the contractual order and solely expires if and as far as the information became generally acknowledged.
11.3 If a clause of these conditions or a part thereof should be or become ineffective, then the remaining clauses and regulations and/or the remaining part thereof remain effective.
GENERAL TERMS OF DELIVERY AND SALES
- 1 Area of application
For all supplies from and by Dohrn Trading GmbH (in the following: „DOHRN“) terms of delivery and sales are the sole valid terms, as far as there were no other conditions in written form authorized explicitly by DOHRN. These terms of delivery and sales are valid even if DOHRN has knowledge of terms opposing these terms of delivery and sales or has knowledge of terms that are deviating from these terms of delivery and sales yet unreservedly delivers the supplies to the buyer or unreservedly accepts the placing of the order by the buyer.
These terms of delivery and sales are also valid and apply for all future business with the buyer.
- 2 quotation and conclusion of contract
DOHRN’s offers are subject to confirmation for as long as the offer inhibits no other logical consequence.
The buyer’s order is a legally binding offer leading to the conclusion of a contract.
A supply contract is solely concluded by the written order confirmation of DOHRN. The content of the written order confirmation is decisive for the content of the contract. If the buyer does not contradict immediately, then the content of the written order confirmation is taken as a basis for the contract. As far as referring to the Incoterms in connection with the supplies, the Incoterms 2010 are being applied. If the Incoterms are applied in individual cases, which include deviated conditions to these general terms of delivery and sales, individual conditions of the Incoterms are agreed a priori.
The sales employees of DOHRN are neither authorized to amend verbal supplements to the contract nor to give verbal warranties, which go beyond content of the written contract.
- 3 prices/ terms of payment
All prices of DOHRN are declared without including the current valid value added tax, including packaging. As far as referring to the Incoterms in connection with the supplies, Incoterms 2010 are being applied.
Price adjustments are admissible, if there are more than four months between conclusion of a contract and the agreed delivery date. Thereafter if wages or material costs rise during the completion shipment, DOHRN is then justified to raise the price appropriately and in accordance to the cost increases. The buyer is entitled to withdraw from contract only if the price increase between order and distribution exceeds not only insignificantly the rise of the general cost of living.
Invoices are without any deduction due within 10 days upon receipt of invoice. Irrespective of this, at any time DOHRN is justified to make delivery depending on a reciprocal and simultaneous payment without stating any reason.
If the buyer defaults, then DOHRN is justified to ask for interests at a value of eight per cent points over the basis interest rate. The enforcement of further damage is not excluded. Furthermore DOHRN is justified to invoice the entire remainder of a debit due to immediate payment, if the buyer is in default with (part) payment. Set-off rights are entitled to the buyer only if its counterclaims are legal, undisputed or validly determined by DOHRN. In addition the buyer is authorized to carry possessory lien out only to that extent as the counterclaim is based on the same contractual relation. All payments have to take place in euros.
- 4 title retention
DOHRN reserves itself the right of ownership of all shipments up until the receipt of all payments resulting from the business relation. The buyer commits itself to insure sufficiently the goods subject to retention at own expense and to reinstatement value against fire, water and theft damage. The buyer is entitled to further-sell the goods subject to retention in the normal course of business. The buyer’s allowances occurring from the further-sell of goods subject to retention are already surrendered to DOHRN by now. DOHRN accepts the surrender. The buyer is entitled to collect the surrendered allowances as long as satisfying its liabilities. With buyer’s delay of payment, DOHRN is justified to recall the collection authorization. In this case the buyer is obliged to the demands of DOHRN to give all data necessary for the collection to DOHRN and to permit inspecting the amount of surrendered allowances based
on its bookkeeping by an authorized agent as well as notifying the surrendering to its debtors. If the ownership of DOHRN expires by compounding, mixture or processing and if the buyer receives ownership of delivered goods, then hereby the buyer conveys DOHRN a co-ownership portion according to the proportionate value of delivered goods being generated by compounding in advance. DOHRN hereby accepts the offer. The surrender is replaced by a gratuitous safe custody.
The buyer has to indicate to DOHRN immediately access to the property of DOHRN by a third party as well as undertaking legal steps at the buyer’s own expense in coordination with DOHRN suitable to counter this. In case of buyer’s default of payment, the request for opening of insolvency procedures over the fortune of the buyer, a transmission of the claim on third or the transition of the buyer’s business concerns to a third party, DOHRN is legally permitted to redeem the supplied goods and to enter the buyer’s business premises for this purpose. After redeeming the goods subject to retention, DOHRN is authorized to direct their utilization. Utilization proceedings are to be taken into account on the commitment of the buyer (less appropriate utilization costs).
DOHRN commits itself to release the entitled collaterals upon buyer’s request to the respect as it exceeds the value of the allowances secured by more than 10 per cent and as far as these have not been settled. The selection of the collateral, which can be released, is incumbent on DOHRN.
§ 5 dispatch
Dispatch and transport take place at the expense and risk of the buyer. The risk devolves to the buyer at the moment when the good are handed over to the carrier, however, at the latest at the point of time in which the commodities leave DOHRN’s site. On buyer’s request and cost, DOHRN concludes insurance for the usual transport risks. If the supply delays due on grounds of the buyer or rather if delivery on call order is individually agreed upon and if the buyer does not call up the supply within two months starting from supply announcement, the commodity is being kept and stored by DOHRN on costs and risk of the buyer.
Mode of shipment and packaging are selected by DOHRN.
- 6 supplies/ delivery period
The dates for the supplies are agreed upon by the parties. If the parties agreed upon the period of delivery, then this commences counting from the date of the order confirmation.
The adherence to agreed supply and performance dates presupposes the punctual receipt of all adduced documents by the buyer as well as the punctual distribution of all necessary information and the fulfillment of all other obligations by the buyer. If these premises are not fulfilled in time, then the respite extends appropriately; this is not valid if DOHRN has to represent the delays. Beyond that the observance of agreed respites and deadlines for supplies presupposes the punctual self-supply. If DOHRN should not be able to meet the agreed respites and deadlines without default by DOHRN itself and despite adherence to all commercial duties as a result of not punctual self-supply, the liability due to delayed supply is being excluded. In this case DOHRN commits itself to cede claim for compensation entitled against the supplier to the buyer. However, DOHRN is justified to partial deliveries, as far as this is reasonable for the buyer and no extra costs arise for the buyer as a result from it.
The respite of delivery does extend due to force, strike, undeserved inability neither unfavorable weather conditions by the duration of the temporary and impediment of performance. If DOHRN accepts that an agreed date of delivery cannot be kept, then DOHRN will indicate this to the buyer as soon as possible.
- 7 qualified rescission of contract
DOHRN is justified to the withdrawal from contract, if higher force, strike or natural catastrophes or the absence, the inappropriate delivery or not-punctual delivery by pre-supplier cause delivery being hindered significantly or being impossible, and if this obstacle cannot be covered by DOHRN and is not only of temporary duration.
DOHRN is justified to the withdrawal from contract, if the buyer has declared incorrect or incomplete data over those facts that are undermining its credit-worthiness.
- 8 guarantee/ compensation/ liability
The buyer has to test the received goods on defects after receipt. He has to advise DOHRN in written form of obvious defects immediately, at the latest within 10 working days after receiving the goods, hidden defects within 7 working days after discovery. Otherwise the supply is considered as approved.
The buyer has to give DOHRN the opportunity for analyzing the claim in particular he has to place the damaged commodity and its packaging at the disposal of inspection by DOHRN. On demands by DOHRN the rejected goods are to be sent back carriage free to DOHRN. In case of justified notice of defect DOHRN recompenses the costs of the most favorable dispatch route; this is not valid, if the commodity finds itself at another place than the place of the intended field of application.
As far as there is a claim on the goods, DOHRN is justified of its own choice to supplementary performance in terms of removing the claim or to delivering goods free from defects.
If a rework or a replacement is not possible, is being refused, doesn’t take place or fails due to reasons represented by DOHRN in an appropriate period of time given by the buyer, the buyer can withdraw from the contract. There is no need for a deadline where there is no necessity due to the law.
Further rights of the buyer, in particular those on compensation instead of performance and on substitution of any other direct or indirect damage – including accompanied or consequential damage, regardless of any legal foundation, are excluded.
The regulations of preceding paragraphs are valid analogously for direct rights of the buyer against the legal representatives and executing aide of DOHRN.
Contractual penalties (conventional penalties, lump-summed compensations etc.), to which the buyer considers himself to be suspended through third side, may independently of other conditions – only be declared as compensation for damages against DOHRN by the buyer, if they were explicitly agreed upon between the buyer and DOHRN beforehand respectively if DOHRN were explicitly and in written form advised of the contractual penalty agreed upon before conclusion of contract which may occur between the buyer and a third party.
- 9 Intervention of pre-suppliers
As far as damaged goods supplied are a consequence of manufacturing, which DOHRN has obtained completely or partially from a third party, DOHRN will cede any rights of defect as to the quality against the pre-supplier to the buyer upon his request and will refer the buyer to judicial recourse against the pre-supplier. In this case DOHRN cannot be called upon the defectiveness of the goods.
- 10 limitation of claim
Any rights of the buyer, regardless of any legal foundation, fall under the statute of limitations – so far legally permissible – after 12 months.
In case of a delivery the period of limitation recourse after §§ the 478, 479 BGB remains unaffected.
- 11 copyright/ confidentiality
DOHRN reserves itself any ownership and copyright to all results of their emitted offers, cost estimates as well as designs, illustrations, computations, folders and other documents provided for the buyer. The buyer may not replicate any articles without explicitly permission by DOHRN neither make them accessible to third party nor announce these items.
- 12 data protection
DOHRN will treat any information about the buyer which DOHRN has received via the business relationship or in connection with this according to the Federal Law for Data Protection, regardless of whether the information originates from the buyer or a third party.
- 13 place of fulfillment/ legal venue/ applied law/ others
Unless otherwise specified, the address of record of DOHRN is place of fulfillment. Only legal venue for any disputes occurring from the supplying relationship is Reinbek. DOHRN is entitled to bring an action against the buyer at his legal venue. The Federal Law of Germany is presumed as to be agreed upon. The usage of United Nations Convention on Contracts for the International Sale of Goods is excluded. If a regulation of these conditions or part of any regulation should become invalid or be invalid, then the other regulation respectively the other part of regulation remains