General Purchase Terms and Conditions

General Purchase Terms and Conditions

of GOEBEL Schneid- und Wickelsysteme GmbH (as of May 2019)

§ 1 Scope of application

All business relationships of GOEBEL Schneid- und Wickelsysteme GmbH shall be exclusively governed by these General Terms and Conditions of Purchase, hereinafter referred to as “GTCP”. General terms and conditions of sale and delivery, including any specific terms and conditions of any seller which conflict with our GTCP, shall only apply if and when expressly accepted by us. Should Seller not agree to any of the following conditions, he must raise an explicit objection in writing. Our GTCP shall also apply to all future transactions with Seller within the scope of his activities arising from the ongoing business relationship. Our GTCP shall also apply to all future transactions with Seller within the scope of his activities arising from the current business relationship. Our GTCP shall only be applicable to companies within the meaning of § 14 (1) German Civil Code (BGB), legal entities under public law and special funds governed by public law within the meaning of § 310 (1) German Civil Code (BGB). In case of discrepancies between provisions of these GTCP and stipulations of framework agreements or individual orders, the provisions of the framework agreements or individual orders shall prevail.

§ 2 Purchase Orders

Purchase orders of Buyer are only binding if made in writing. Verbal orders or orders by phone are not binding and under no circumstances shall they establish a contractual relationship.

A valid and legally binding contract between us and Seller shall incorporate the present GTCP and shall be concluded through:

a)    Buyer's written order submitted to Seller (which constitutes an offer to purchase), and
b)    the explicit written and unconditional acceptance by Seller in the form of an unchanged order confirmation which must be received by Buyer within seven days as from the day of receipt of the order.

§ 3 Confidentiality

Seller is obliged to treat GOEBEL's orders and all related commercial and technical details as business secrets and to put his employees under according obligation. This obligation shall also apply after termination of the contract until the trade secret has been made public without cooperation by Seller.

§ 4 Ownership, Retention of Title

Drawings, devices, models and all documents made available by us shall remain our property and shall be returned to us after delivery or also in the event of no closing. Seller is entitled to keep the items in safe custody until they are returned. Dissemination and reproduction of these documents, utilisation and disclosure of their contents are not permitted unless expressly agreed. If objects of any kind as well as electronic data are handed over by Buyer, these may be used exclusively for the performance of the present contract and are to be indicated accordingly as property of Buyer. Violation of this obligation is subject to damage compensation.

Products under the contract shall become part of GOEBELʼs property upon delivery to GOEBEL at the latest. Extended retention of title shall not be effectively agreed.

§ 5 Prices and Terms of Payment

The price indicated in the order is binding and shall be considered the net price, the statutory value added tax to be calculated on top unless otherwise stated. Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of Seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs).

The agreed price is to be paid within 30 calendar days as from completion of delivery and provision of the service as well as receipt of a duly issued invoice. Should we make payment within 14 calendar days, Seller shall grant us a discount of 3% on the net amount of the invoice.

§ 6 Delivery time and Penalty under the Contract

Delivery dates are to be considered binding. The delivery day stated in the order will be understood as the day on which the goods/services will arrive to Buyer.

Seller is obliged to inform us immediately in writing if he is likely to be unable to comply with delivery deadlines agreed - irrespective of the reasons therefore.

Should Seller be in default, we may demand a lump-sum compensation for our damage caused by delayed performance amounting to 0.2% of the net price per day of default, but not more than a total of 5% of the total order value. Besides, we shall keep all rights under statutory law, in particular the right to rescind the contract and to claim damage, whereas the amount of contractual penalties shall lessen the damage claim amount.

§ 7 Dispatch and Invoice

All deliveries must be accompanied by a delivery note documenting the contents of delivery (our item number and quantity), our order identification (order number and day) as well as the day of dispatch. In case of invoices lacking the aforementioned information, we shall not be in default until clarification corrections have been made.

Non-compliance with this rule on dispatching entitles us to refuse acceptance of the goods or to store the goods at the expense and risk of Seller. Confirmation of receipt given by us refers only to receipt of the delivery itself and does not imply acknowledgement of the compliant delivery.

Deliveries must always be made during our times of accepting goods. Large deliveries must be notified in advance.

For deliveries where we are the freight payer, our forwarding instructions shall be binding. We shall arrange the transport insurance ourselves. We have concluded a global insurance contract.

§ 8 Notification of Defects

Insofar as GOEBEL is obliged to submit notification of defects, in the event of obvious defects this must be done no later than 7 working days following receipt of the goods. With regard to incoming goods, GOEBEL's inspection shall be limited to externally recognisable transport damage and to determining compliance with quantity and identity.

§ 9 Warranty

Seller provides a warranty for all parts for a period of 24 months as from the day of delivery. In case of notification of defects, the warranty period shall be extended by the period of time between notification of the defect and its rectification. Should material defects occur within the warranty period, we are entitled, at our discretion, to raise the statutory warranty claims or to demand subsequent repair at the place of delivery or installation.

Costs to be borne by Seller with respect to subsequent repair shall also include expenses incurred by us with regard to inspection, separation and return dispatch of the defective delivery items, expenses for packaging and replacement delivery as well as costs for the work involved in installation and removal.

In urgent cases, especially if we are threatened with disproportionately high damage in the event of a subsequent repair not being carried out immediately, or if Seller's warranty obligation is not fulfilled in due time, we shall be entitled to take own action to replace or repair defective parts or repair damage without special notice at Seller's expense. In the event of replacement deliveries or subsequent repair of defects, the warranty obligation for replaced and repaired parts shall be renewed.

Spare parts shall be supplied to us in perfect condition free of charge and carriage paid. By accepting or approving submitted drawings we do not waive warranty claims.

We are entitled to retain a reasonable part of the purchase price plus ancillary costs until the defect has been remedied.

§ 10 Modification of Contract

We are entitled to demand changes in the delivery item within the scope of Seller's technical capability. Agreements on technical changes and their impact on prices, delivery times and other conditions must be made in writing.

Should GOEBEL request such a change, Seller shall inform GOEBEL within 2 weeks (a) whether the change is possible, (b) whether it would require an alteration of the contract and/or the schedule, and (c) what period Seller would need for preparation of a concrete offer to amend the contract and (d) what remuneration Seller would charge for preparation of the alteration offer.

§ 11 Compliance Regulation

Seller hereby guarantees that in general and for the duration of the contractual relationship with GOEBEL in particular, Seller shall comply with all applicable laws, ordinances and regulations, including all anti-corruption laws and regulations. Seller warrants to GOEBEL that he has not committed any prohibited acts or directly or indirectly supported others in the commission of such acts in connection with the services covered by the contract and other services rendered to GOEBEL. This shall also include promising, offering or granting and requesting or accepting improper advantage or benefit in order to exert improper influence on actions or to derive a benefit therefrom.

§ 12 Intellectual Property Rights

Seller shall keep us free of liability against claims by third parties for infringement of intellectual property rights such as patents, copyrights or trademark rights, insofar as Seller or its vicarious agents and/or auxiliary persons have culpably caused the damage. The burden of proof that he is not at fault lies with Seller. The contracting parties shall inform each other immediately if claims are brought against them or impended due to infringement of intellectual property rights.

GOEBEL's claims to be freed of liability or on reimbursement of costs against Seller pursuant to this Section 12 shall not arise if GOEBEL itself is responsible for circumstance giving rise to liability pursuant to Section 12. Where both parties are responsible for the circumstance, Seller is obliged to free Buyer of liability proportionally.

§ 13 Other Rights

The assignment or placing under encumbrances of claims arising from deliveries and services is subject to our prior written consent, which may only be refused for good cause. Without prior written consent, Seller shall not have the right to transfer the performance of the contract in whole or in part to third parties. Even if consent is granted, Seller remains fully responsible for performance of the contract.

The offsetting and assertion by Seller of rights of retention - including commercial rights of retention - shall only be permissible if the underlying counterclaims are undisputed or have been legally established.

§ 14 Invalidity of individual Terms and Conditions

Should individual provisions of the GTCP prove to be wholly or partly ineffective or unenforceable or become ineffective or unenforceable due to changes in legislation following the conclusion of the contract, the remainder of the contractual provisions and the effectiveness of the contract as a whole shall remain unaffected thereby. The invalid or unenforceable clause shall be replaced by a valid and enforceable provision that comes as close as possible to the meaning and purpose of the invalid one. If the contract proves to be incomplete, such provisions shall be deemed to have been agreed as will correspond to the sense and purpose of the contract and would have been agreed if the parties had known or foreseen the gap.

§ 15 Applicable Law, Place of Performance and Jurisdiction

Place of performance for deliveries and services shall be the place of receipt specified by us, for payments Darmstadt/ Germany. The exclusive place of jurisdiction is Darmstadt/ Germany. However, GOEBEL is also entitled to bring an action against Seller at the latterʼs general place of jurisdiction.

The laws of the Federal Republic of Germany shall apply whereas the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded from application.