1. General
Our Terms and Conditions of Purchase apply exclusively. We shall only acknowledge the Supplier’s general terms and conditions of business that conflict with or vary from our Terms and Conditions of Purchase if we have expressly agreed to them in writing. Accepting the Supplier’s goods or services (hereinafter: subject matter of contract) or their payment does not constitute consent.
2. Concluding a contract and contractual amendments
2.1 Orders, contracts and delivery call-offs as well as amending and supplementing these are subject to the written form.
2.2 Any kind of verbal agreements - including subsequent amendments and supplements to our Terms and Conditions of Purchase - are subject to written confirmation by us in order to be deemed valid.
2.3 The written form requirement is also met by remote data forwarding or fax.
2.4 Cost estimates are binding and shall not be remunerated unless something to the contrary was expressly agreed.
2.5 If the Supplier does not accept the order within two weeks of receipt, we shall be entitled to cancel the order.
2.6 Delivery call-offs as part of order and call-off planning shall acquire binding force if the Supplier does not object within two workdays of receipt.
3. Delivery
3.1 Variations from our contracts and orders shall only be permitted following our prior, written, consent.
3.2 Agreed dates and deadlines have binding force. Receipt of the goods by us is authoritative in respect of compliance with the delivery date or delivery period.
3.3 If the Supplier has assumed the installation or assembly and in the absence of agreements to the contrary, the Supplier shall bear all necessary incidental costs such as traveling expenses, provision of tools and allowances subject to provisions to the contrary.
3.4 If agreed deadlines are not met, the statutory provisions shall apply. If the Supplier anticipates difficulties in respect of production, supplying primary materials, compliance with the delivery date or similar circumstances that could prevent the Supplier from delivering on time or in the agreed quality, the Supplier is to notify our ordering department without delay.
3.5 Unconditional acceptance of a delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service. This shall apply until payment in full of the remuneration payable by us for the affected delivery or service.
3.6 As a matter of principle, partial deliveries are not permitted unless we have expressly agreed or such deliveries are reasonable for us.
3.7 The values we determine during the incoming goods inspection are authoritative for quantities, weights and dimensions, subject to proof to the contrary.
3.8 We have the right to use software that is part of the product delivery scope, including its documentation, to the extent permitted by law (Sections 69a et seq. UrhG (German Copyright Law).
3.9 We also have the right to use such software, including documentation, with the agreed performance features and to the extent required for contractual use of the product. Furthermore, we may make a backup copy without express agreement.
4. Force majeure
Force majeure, labor disputes, operational disruptions for which we are not responsible, unrest, official measures and other unavoidable events shall release us from the obligation to accept in good time for the duration of their existence. During such events and within two weeks once they end, we shall be entitled - without prejudice to our other rights - to withdraw from the contract in full or in part, provided these events are not of insignificant duration and our requirements are considerably reduced as a result of the need for alternative procurement.
5. Pricing and passing of risk
If a special agreement has not been concluded, the prices are free works duty paid (DDP according to Incoterms 2010), including packaging. This does not include turnover tax. The Supplier shall bear the material risk up until we, or our authorized representative, accept the goods at the place to which the goods are to be delivered according to the order.
6. Terms and conditions of payment
Insofar as a special agreement has not been concluded, the invoice shall be paid either within 14 days at a 3% discount or within 30 days without deduction from the due date of the payment claim and receipt of both the invoice and the goods or rendering of the service. Payment shall be made subject to invoice verification.
7. Warranty claims and recourse
7.1 Acceptance shall be subject to an inspection for defects, in particular also for the correct and complete nature of the delivery, insofar and as soon as this is feasible in the ordinary course of business. We shall provide notification of defects without delay once they are identified. Insofar, the Supplier waives the defense of delayed notification of defects.
7.2 The statutory provisions in respect of material defects and defects in title apply unless otherwise stipulated below.
7.3 As a matter of principle, we shall be entitled to choose the type of subsequent performance. The Supplier may refuse the type of subsequent performance we choose if it is only possible at disproportionate cost.
7.4 If the Supplier does not begin to rectify a defect without delay following our request to rectify a defect, we shall be entitled in urgent cases, in particular, to ward off acute danger or avoid major damage, to rectify the defect ourselves or have it rectified by a third party at the Supplier’s cost.
7.5 In the case of defects in title, the Supplier shall also render us exempt from any existing third-party claims, unless the Supplier is not responsible for the defect in title.
7.6 Warranty claims shall fall under the period of limitations after 3 years - except in cases of fraudulent intent - unless the item has been used for a building pursuant to its normal use and is the cause of a defect. In such a case, the limitation period for claims for defects shall be 5 years. The limitation period begins with delivery of the contractual item (passing of risk).
7.7 If the Supplier honors its obligation of subsequent performance by providing a replacement delivery, the limitation period for the goods delivered as a replacement shall commence afresh once they are delivered, unless the Supplier has expressly and appropriately reserved the right to provide replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of continuing the supply relationship.
7.8 If we incur costs as a result of a faulty delivery of the subject matter of contract, in particular transport, travel, labor, material costs or the costs of an incoming goods inspection exceeding the usual scope, the Supplier shall bear such costs.
8. Product liability
8.1 In the event that claims are asserted against us based on product liability, the Supplier undertakes to render us exempt from such claims if and to the extent that the damage was caused by a defect in the contractual item delivered by the Supplier. However, in cases of fault-based liability, this shall only apply if the Supplier is at fault. Insofar as the cause of damage lies within the Supplier’s area of responsibility, the Supplier shall bear the burden of proof in this respect.
8.2 In the cases of sub-section 8.1, the Supplier shall bear all costs and expenses, including the cost of any legal action.
8.3 In other respects, the statutory provisions shall apply.
8.4 Prior to a recall action which is wholly or partly the result of a defect in the contractual item delivered by the Supplier, we shall inform the Supplier, give the Supplier the opportunity to cooperate and exchange information in respect of efficient implementation, unless the Supplier is unable to furnish information or participate as a result of particular urgency. Insofar as a recall action is the result of a defect in the contractual item delivered by the Supplier, the Supplier shall bear the cost of the recall action.
9. Performing work
Persons who perform work at the works premises in honoring the contract are to observe the provisions of the respective company regulations. Liability for accidents suffered by such persons at the works premises is excluded, unless caused by willful or gross negligent breach of duty by our legal representatives or vicarious agents.
10. Provision of materials
Materials, parts, containers and special packaging we provide shall remain our property. These may only be used as intended. Processing materials and assembling parts shall apply on our behalf. It is agreed that we shall be co-owners of the products manufactured using our materials and parts in the proportion of the value of the materials provided to that of the overall product, which the Supplier shall store for us.
11. Documents and secrecy
11.1 All business or technical information made available by us (including features that are derived from any items, documents or software handed over and other knowledge or experience) are to be kept secret in dealings with third parties as long as and insofar as they are not demonstrably publicly known and may only be made available in the Supplier’s own company to those persons who need to be consulted for their application for the purpose of delivering to us and who also undertake to maintain secrecy. They remain our exclusive property. Such information may not be reproduced or used commercially without our prior written consent - except for deliveries to us. At our request, all information originating from us (including any copies or records made) and items made available on loan are be returned to us without delay and in full or destroyed.
We reserve all rights to such information (including copyrights and the right to register industrial property rights such as patents, utility models and semiconductor protection etc.). Insofar as these have been made available to us by third parties, such reservation of rights shall also apply in favor of such third parties.
11.2 Products that are manufactured according to documents designed by us, such as drawings, models and the like, or according to our confidential information or with our tools or copied tools, may neither be used by the Supplier itself nor offered or supplied to third-parties. This also applies accordingly to our print orders.
11.3 The Supplier may only name, depict or otherwise use aquatherm’s company or trademarks in advertising materials, when providing references or in other publications if aquatherm has granted its prior written consent.
12. REACH
The Supplier guarantees that its deliveries comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH Regulation”). The Supplier guarantees, in particular, that the substances contained in the products it supplies have been registered, insofar as required under the provisions of the REACH Regulation, and that aquatherm is provided with safety data sheets pursuant to the provisions of the REACH Regulation or the information required pursuant to Article 32, REACH Regulation. Insofar as the Supplier supplies products within the meaning of Article 3, REACH Regulation, it shall, in particular, also be responsible for ensuring that it honors its obligation to forward certain information pursuant to Article 33, REACH Regulation.
13. Legal and official requirements
The Supplier undertakes to comply with the laws and regulations concerning quality, occupational safety, health, environment and energy applicable in the country of manufacture and the country of purchase. We require our suppliers to be certified pursuant to ISO 14001. Such certification is to be implemented by December 31, 2024, at the latest.
Up until such a date, we accept compliance with the requirements of ISO 14001. For labor safety law reasons, we expect our suppliers to comply with the applicable laws and regulations in respect of occupational safety and strive for an occupational health and safety management system pursuant to OHSAS 18001 or the successor standard ISO 45001.
14. Raw material/energy efficiency
Efficient use of resources is an essential component of environmental protection. The Supplier is, therefore, required to ensure the resource-efficient use of energy and raw materials when processing products. Energy consumption is to be included as an evaluation criterion when deciding on the purchase of machinery and equipment. For energy policy reasons, we expect our suppliers to endeavor to implement an energy management system pursuant to ISO 50001.
15. Place of performance
The place to which the goods are to be delivered or where the service is to be rendered pursuant to the order is deemed the place of performance.
16. General provisions
16.1 In the event that a provision of these terms and conditions and the additionally concluded agreements is or becomes invalid, this shall not affect the validity of the provisions in other respects. The contracting parties undertake to replace the invalid provision with a provision that comes closest to the economic purpose of the invalid provision.
16.2 German law applies exclusively to the contractual relationships by way of exclusion of the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
16.3 Attendorn, Germany, is deemed the place of jurisdiction for all legal disputes resulting directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase. Furthermore, we are entitled, at our discretion, to bring legal action against the Supplier at the competent court for its registered office or branch office or at the competent court for the place of performance.
Status 01/24