General Terms and Conditions of Purchase
Field of application, Placing of Orders, Differing Conditions
These Conditions of Purchase apply to all contracts to which the regulations governing purchase pursuant to the German Civil Code (BGB) and the German Commercial Code (HGB) apply. These terms and conditions also apply to all future orders. This also applies if, in future orders issued by our suppliers and customers (hereinafter also referred to as "Vendors"), we do not explicitly draw attention to the operativeness of these General Conditions of Purchase. They will also be operative alongside any special terms that may be additionally agreed in the individual instance. Any agreements or collateral agreements that depart from the above must be documented in writing. The same also applies to any amendments of this documentation clause.
Only those orders that have been placed by us in writing (including fax or email orders) are binding. This also applies to subsequent ancillary agreements, additions and/or amendments. The Vendor shall confirm each order in writing.
Our Conditions of Purchase apply exclusively; any Vendor’s sale and delivery terms and conditions worded differently shall not apply even if we do not expressly object to them. Differing conditions shall only apply if we expressly approve such conditions in writing. Our Conditions of Purchase also apply if we unconditionally accept a delivery supplied / service provided by the Vendor although we know that the Vendor’s sale and delivery terms and conditions conflict with or deviate from our own Conditions of Purchase. Neither a failure to object thereto nor payment or acceptance of the goods shall be a recognition of any third-party general terms and conditions.
In the event that the Vendor makes a delivery in excess of the order quantity placed the contract will not be deemed to have been modified, nor will any additional payments be made thereon. The Vendor may require the return of excess deliveries at its own expense at any time. At our request, the Vendor is obliged to immediately take back any excess deliveries; in this case, the Vendor shall compensate us for the cost of warehousing and maintaining incurred between the time of receipt of our request for return of the excess deliveries and the respective collection. If a delivery/service is a commercial transaction for the Vendor and if the Vendor defaults on its obligation to take back the excess delivery, we are entitled, at our discretion, to utilize or sell the same in accordance with § 373 HGB.
Our General Conditions of Purchase only apply with respect to Vendors that are corporate clients in terms of § 14 BGB.
Breach of Obligations
Delays in delivery
Damages and Indemnification for Third-Party Claims
We rule out accepting liability for breaches of our obligations due to negligence to the extent the breaches in question do not concern material contractual obligations, guarantees or losses that result from injury to life and limb or from injuries detrimental to health and to the extent claims under the Product Liability Act or under any other mandatory legislation are concerned. The same applies to violations of obligations on the part of our employees and statutory representatives.
If the Vendor is responsible for a product-related loss, the Vendor undertakes to hold us harmless from third-party claims for damages in this respect (including reasonable legal proceedings and defence costs, expenses, fees, taxes, and reasonable advance payments, etc.) if the reason for such claims (in relation to us) falls within the Vendor's control and organizational sphere.
If third-party claims are lodged against us due to alleged infringement of intellectual property rights in respect of the deliveries/services furnished or due to alleged infringement of a reservation of title or other tangible entitlements to the goods(s) delivered or service(s) provided, the Vendor undertakes to hold us harmless from these third-party claims in this respect (including reasonable legal proceedings and defence costs, expenses, fees, taxes, and reasonable advance payments etc.).
The Vendor shall, on its own account, contract transportation of the goods in the customary fashion and via typical routes, up to the specified destination and shall hand over the goods to the appointed carrier. Prior to the surrender of the goods to the carrier, the Vendor shall bear all the risks associated with the loss of or damage to the goods. The risk shall pass to us upon the goods being surrendered to the carrier.
The Vendor shall take out transport insurance for the goods at its own expense. The insurance policy shall entitle us to file any claims directly with the insurance company. The Vendor will provide us with a copy of the insurance policy or any other proof of insurance.
Prior to the surrender of the goods to the carrier, the Vendor shall bear all the costs relating to the goods, and also the freight charges and all costs incurred due to the activities detailed in Article 5.1, including the cost for loading of the goods and for unloading at the destination. Furthermore, the Vendor shall bear all the costs arising under Article 5.2.
Assignment and Set-Off
The rights and duties arising from the contract may not be assigned by a contracting party without the approval of the other party. This shall not apply to the assignment of monetary claims. We may, in addition, assign any claims to any company affiliated with us; the Vendor will be notified thereof and will be granted the right to withdraw from the contract.
The Vendor may only set off claims against counterclaims or assert a right of retention if the Vendor's entitlements are due and uncontested or are due and have become final and legally binding.
Retention of Title
Models, tools, printers' copies, drawings, documents, etc. which we provide for the execution of an order shall remain our property and must be kept secret. They may not be entrusted to third parties without our prior approval; neither for inspection nor may they be used for the manufacture of third-party goods or be reproduced. They must be returned to us immediately upon completion of the order.
The provisions of Article 8.1 also apply correspondingly to confidential information.
This obligation regarding secrecy is to be imposed on all legal representatives, employees, and third parties employed by the Vendor for the purpose of discharging its obligations deriving from our order.
Prices shall be fixed prices excluding value added tax. Unless different arrangements are made explicitly and in writing, offers, cost estimates and other price calculations made by the Vendor will not be reimbursed by us.
Payment shall be made upon receipt of the proper invoice and acceptance of the goods, these being free of defects - the period shall commence on the later date in each case - within 14 days with 2% discount or net within 15 days upon the expiry of the month following the invoice.
The Vendor is asked to invoice each order separately, in duplicate, and stating our order number. Payment of the invoice will be made only to the Vendor specified in the order.
Withdrawal from the Contract/Cancellation
Further Obligations of the Vendor
The Vendor is obliged to manufacture any goods under the contract in compliance with any applicable laws and regulations on health and safety and on protection of employees and the environment. Subject to other obligations, Vendor will apply the guidelines of ALTANA’s Code of Conduct which the Vendor may read on the following website: http://www.altana.com/code_of_conduct and which we shall upon request send to the Vendor free of charge.
The Vendor shall comply with our applicable safety regulations if the Vendor enters our factory premises while fulfilling the contract.
Place of legal jurisdiction