General Terms and Conditions of Purchase National of watt24 GmbH (Status August 2013)
§ 1 General - Scope of application
(1) Our Terms and Conditions of Purchase shall apply exclusively; we do not recognise any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply even if we accept the Supplier's delivery without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from our Terms and Conditions of Purchase. These Terms and Conditions of Purchase are an integral part of all contracts which we conclude with our suppliers for the deliveries or services offered by them. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not agreed upon again separately.
(2) All agreements made between us and the supplier for the purpose of executing this contract must be set out in writing in this contract.
(3) Our terms and conditions of purchase shall only apply to companies in accordance with §14 (1) BGB (German Civil Code).
§ 2 Offer - Offer documents
(1) Our order can only be accepted within a period of 2 weeks, after which we have the right to choose whether we wish to keep the order. Decisive for the timely acceptance is the receipt of the declaration of acceptance by us.
(2) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after completion of the order they are to be returned to us without request. They are to be kept secret from third parties; in this respect the provision of § 9 para. 5 applies in addition.
(3) We shall be entitled to terminate the contract at any time by written declaration stating the reason if we are no longer able to use the ordered products in our business operations due to circumstances occurring after conclusion of the contract. In this case, we shall remunerate the supplier for the partial performance rendered by him.
§ 3 Prices - Terms of payment - Invoice details
(1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile", including packaging. At our request, the supplier shall take back the packaging at his own expense.
(2) The purchase price is net plus the respective applicable value added tax at the statutory rate.
(3) We can only process invoices if these - in accordance with the specifications in our order - state the order number shown there; the supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
(4) Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with 2% discount or within 30 days after receipt of invoice net.
(5) We are entitled to set-off and retention rights to the extent permitted by law.
§ 4 Delivery time - delivery
(1) The delivery time stated in the order is binding.
(2) The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent to him which indicate that the stipulated delivery time cannot be met.
(3) In the event of a delay in delivery, we shall be entitled to the statutory claims. In particular, we shall be entitled to claim damages in lieu of performance and withdrawal from the contract after the fruitless expiry of a reasonable period of grace. If we demand damages, the supplier shall be entitled to prove to us that he is not responsible for the breach of duty.
§ 5 Transfer of risk - documents
(1) Unless otherwise agreed in writing, delivery shall be free to the door. Even if shipment has been agreed, the risk shall only pass to us when the goods are handed over to us at the agreed destination.
(2) The supplier shall be obliged to state our order number exactly on all shipping documents and delivery notes; if he fails to do so, we shall not be responsible for the resulting delays in processing.
§ 6 Inspection for defects - Liability for defects
(1) We shall be obliged to inspect the goods within a reasonable period of time for any deviations in quality and quantity; the complaint shall be deemed to be in good time if it is received by the supplier within a period of 14 working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery.
(2) 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 remedy the defect or deliver a replacement. The right to damages, in particular the right to damages instead of performance, is expressly reserved.
(3) We shall be entitled to remedy the defects ourselves at the supplier's expense if the supplier is in default.
(4) The limitation period is 36 months, calculated from the transfer of risk, unless the mandatory provisions of §§ 478, 479 BGB (German Civil Code) apply.
(5) We shall not waive warranty claims by accepting or approving samples or specimens submitted.
(6) Upon receipt of our written notification of defects by the supplier, the limitation of warranty claims shall be suspended. In the case of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall begin anew, unless we had to assume, based on the conduct of the supplier, that the supplier did not feel obliged to take such action, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
§ 7 Product liability - exemption - liability insurance protection
(1) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us on first demand against claims for damages by third parties for personal injury or damage to property, insofar as the cause lies within his sphere of control and organisation and he himself is liable in the external relationship.
(2) Within the scope of his liability for cases of damage within the meaning of paragraph 1, the supplier shall also be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB (German Civil Code) or pursuant to §§ 830, 840, 426 BGB (German Civil Code) which arise from or in connection with a recall action carried out by us. We will inform the supplier - as far as possible and reasonable - about the content and scope of the recall measures to be carried out and give him the opportunity to comment. Other statutory claims shall remain unaffected.
(3) The supplier undertakes to maintain a product liability insurance with a cover sum of € 10 million per personal injury/property damage - lump sum; if we are entitled to further claims for damages, these shall remain unaffected. The supplier shall send us a copy of the liability policy at any time upon request.
§ 8 Industrial property rights
(1) The supplier guarantees that no rights of third parties in countries of the European Union, North America or other countries in which he manufactures the products or has them manufactured are violated in connection with his delivery.
(2) If claims are made against us by a third party for this reason, the supplier shall be obliged to indemnify us against these claims on first written request; we shall not be entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement.
(3) The supplier's obligation to indemnify us refers to all expenses which we necessarily incur from or in connection with the claim by a third party.
(4) The period of limitation is 36 months, calculated from the transfer of risk.
§ 9 Retention of title - provision of materials - tools - secrecy
(1) Insofar as we provide parts to the supplier, we reserve the right of ownership. Processing or transformation by the supplier shall be carried out for us. If our reserved goods 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. The disposal of provided parts is not permitted without our prior consent.
(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 shall transfer proportionate co-ownership to us; the supplier shall keep the sole ownership or co-ownership for us.
(3) We reserve ownership of tools; the supplier is further obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at their replacement value at his own expense against fire, water and theft. At the same time, the supplier hereby assigns to us all claims for compensation under this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work at his own expense and in good time. He must notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages shall remain unaffected. The supplier has no right of retention to tools provided by us, regardless of the legal grounds.
(4) Insofar as the security rights to which we are entitled in accordance with Paragraph 1 and/or Paragraph 2 exceed the purchase price of all our reserved goods not yet paid for by more than 10%, we are obliged to release the security rights of our choice at the request of the supplier.
(5) 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 insofar as the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
§ 10 Assignment
The supplier is not entitled to assign his claims from the contractual relationship to third parties. This does not apply insofar as monetary claims are involved.
§ 11 Place of jurisdiction - place of performance - applicable law
(1) If the supplier is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the court of his place of business.
(2) Unless otherwise stated in the order, our place of business is the place of performance.
(3) The contracts concluded between us and the supplier shall be subject to the law of the Federal Republic of Germany, excluding the Convention on the International Sale of Goods (UN Sales Convention).