General Purchasing Conditions
of mann Objecta GmbH & Co. KG, respectively at 46414 Rhede
We place our order based on our General Purchasing Conditions. Other conditions shall not become a component of the agreement, even if we do not explicitly object to them.
1. Orders and agreements are only binding if they are confirmed by us in writing. The Supplier has to confirm the order in writing within 2 working days, following the date of our order. Upon expiration of this deadline, we are no longer bound by our order. If a price or delivery time is not stipulated in our order and if the Supplier includes them in his confirmation of the order, a binding agreement is only formed if the ordering party has confirmed them in writing.
2. The delivery time commences with the date of the order. As soon as the Supplier is able to assume that he is not capable of completely or partially complying with a delivery on time, he is obligated to inform us immediately regarding the anticipated period of the delay, as well as the reasons for the delay.
In the event of a delay in delivery, we are entitled to demand 2% of the agreed price of the entire delivery for every commenced week of the delay, however up to a maximum of 10%. Further statutory rights remain unaffected. The incurred, estimated damage caused by default is offset against further compensation claims. The claims for damage caused by default may also be asserted after unconditional acceptance. The Supplier is entitled to prove to us that no or a significantly lesser damage occurred as a result of the delay.
3. All deliveries are at the risk of the Supplier. The Supplier is also responsible for the transport costs. If we are responsible for the transport costs based on a special arrangement, the Supplier has to select the most economic type of transport for us. The Supplier is responsible for additional costs and other disadvantages.
4. Each individual delivery has to include delivery notes in duplicate. The delivery notes contain at least our order number, our article number, our article description and the supplied quantity per position.
5. The stipulated prices are fixed prices, including packaging, and are free ramp and/or delivery address stipulated by us unless otherwise regulated.
6. The Supplier warrants that the delivery item is defect-free at the time of handover to us, features a guaranteed quality if applicable and complies with the latest state of the art, particularly with the relevant laws, protective and accident prevention regulations, as well as the typical technical standards (e.g. DIN or VDE). The VOB (Procurement and construction contract procedures) apply in their respectively valid version for all construction services.
The warranty also includes the parts manufactured by the subcontractors. Upon receipt, we shall examine the products purchased from the Supplier according to their compliance with quantity and identity as well as obvious defects and transport damage. We shall only randomly check for other defects, otherwise in the context of the normal business process. Further obligations of examination of the ordering party do not exist. We shall inform the Supplier regarding detected defects without undue delay.
If we are held liable based on product liability, the Supplier is obligated to exempt us from third party compensation claims at the first request if the cause is based within his domain and organisational sphere, and if he is himself liable in the external relationship. In the context of this liability, he is also obligated to reimburse us for any expenditures incurred by us based on the loss prevention measures (e.g. recall actions); this also applies in case of evident or pending serial defects. The Supplier is obligated to cover this liability risk by way of insurance and verify the cover to us upon demand.
The period of limitation is 24 months calculated from the date of transfer of risk. In deviation, in case of constructions, items which were utilised for construction in accordance with their usual purpose and which have caused the defect of the construction, and in case of in rem defects of a third party, the statutory period of limitation is 5 years and 2 months.
7. Samples, models, tools, moulds, drawings and other documentation attached to the order, of which we provide to the Supplier or which are produced according to our stipulations, have to be treated confidentially and remain our property. Such documentation has to be stored for later orders or returned to us upon request following the completion of the order. They may not be transmitted to third parties, nor used for purposes other than the cooperation with us without our written consent.
The Supplier is obligated to treat documents and information regarding the ordered items, the end products and commercial procedures pertaining to the supply agreement received from
mann Objecta GmbH & Co. KG or third parties on their behalf confidentially and to only use such documents for the purpose of cooperation with the above mentioned companies. This applies regardless of the fact whether documents and information of the above mentioned companies are explicitly identified as confidential or secret or whether they are business or industrial secrets in a legal sense. The Supplier shall also impose this obligation to confidentiality upon all employees and representatives which may receive knowledge regarding the cooperation between the contractual parties based on their activity.
Products which are manufactured with the aid of our moulds and tools may only be supplied to third parties with our explicit written approval.
8. The Supplier is liable that no proprietary rights, other rights as well as business and industrial secrets of third parties are violated with the usage of the supplied items. He is obligated to exempt us from any third party claims.
If representatives of the Supplier work in our factory or for one of our customers, the Supplier has to urge them to comply with the accident prevention regulations and the VDI regulations as well as our existing operational instructions.
The Supplier is liable for all damages caused by his representatives deliberately or negligently in our facility or that of our customers. He is obligated to verify the existence of a sufficient liability insurance upon demand. We are only liable for damages according to the specification of the following conditions: We are liable, according to the statutory regulations, if we are responsible for the violation of an essential contractual obligation. However, if we are neither culpable of gross negligence nor intent, we are only liable for the typical, foreseeable damage in such an event. In case of all other breaches of duty, we are only liable if damage was caused intentionally or gross negligently by one of our legal representatives or an executive vicarious agent. This excludes claims according to the product liability act as well as damages resulting from the violation of life, body or health, for which we are liable according to the law. For the remainder, compensation claims resulting from the breaches of duty are excluded.
9. Unless otherwise regulated, we pay invoices either within 14 days with 3% discount or within 30 days net, respectively following receipt of invoice and goods. The payment term does not commence prior to the agreed delivery deadline and following the receipt of the auditable invoice at the ordering party. The payments of tool costs are regulated in the tool leasing agreement. If a tool leasing agreement has not been concluded, we pay for the costs of moulds and tools only once the impeccable parts, inspected by us, have been sampled. Claims against us may only be assigned following our written consent.
10. Place of fulfilment for deliveries is 46414 Rhede or another agreed location. The laws of the Federal Republic of Germany apply; place of jurisdiction is 46399 Bocholt.
Version: March 2004