Terms and conditions of purchase
1 Validity of the terms and conditions
1.1 Our orders are placed exclusively with reference to these Terms and Conditions of Purchase.
1.2 The supplier’s general terms and conditions of delivery shall only be deemed to have been accepted if they have been contractually confirmed by us as an addition to our Terms and Conditions of Purchase or individually. This shall also apply to standard clause works customary in the industry.
1.3 References or counter-confirmations of the supplier with reference to his terms of delivery are expressly rejected.
1.4 Unless otherwise agreed below, the individual agreements and the statutory provisions shall apply.
2 Orders
2.1 Only orders placed in writing and signed by persons authorised to sign are valid. Verbal, telephone, telex or electronic orders shall only become binding for us through a subsequent written order in accordance with p. 1.
2.2 The supplier shall confirm acceptance of each order in writing immediately upon receipt, at the latest within 8 working days of the date of our order. If we do not receive confirmation of our order within the above-mentioned period, we shall be entitled to cancel the order.
2.3 The supplier is obliged to inform himself about our production conditions with regard to his delivery item prior to delivery. He must inform us if his goods cannot be used for the means of production used by us.
3 Prices
3.1 The prices stated in our order are binding.
3.2 If no special agreement has been made, the prices shall include packaging and transport to our place of use.
3.3 Invoices are to be sent to our postal address. They may not be enclosed with the delivery. They must contain all data prescribed by us.
4 Terms of payment
Unless otherwise agreed, payment shall be made within 30 days net. If payment is made within 14 days, we may deduct a discount of 3% from the invoice amount.
5 Delivery dates and delay in delivery
5.1 The dates and deadlines agreed in our order are binding. The receipt of the goods at the place of delivery specified by us shall be decisive for compliance with the delivery dates or the delivery period.
5.2 If we are entitled to compensation for non-fulfilment, we shall be entitled to procure the goods from a third party and to claim the difference between the price of the goods and the price of the replacement delivery from the supplier. In such cases, we shall have no obligation to pay the supplier. Further claims for damages are not excluded by this.
5.3 If the supplier foresees difficulties with the procurement of materials, production or transport which could prevent him from delivering on time as agreed, he must inform us of this immediately. Our claims due to delay shall remain unaffected by this.
5.4 Acceptance of the delayed goods shall not constitute a waiver of claims for compensation.
5.5 If we are prevented from accepting the goods due to the occurrence of unforeseeable extraordinary circumstances which we are unable to avert despite taking reasonable care in the circumstances, our deadline for acceptance and payment of the goods shall be extended by a reasonable period. If acceptance of the delivery becomes impossible due to these circumstances, we shall be released from our acceptance and payment obligation.
5.6 This provision shall apply accordingly in the event of strikes and lockouts at our factory or at other suppliers whose products we additionally require for processing the products delivered by the supplier.
5.7 This provision shall apply mutatis mutandis to unforeseeable changes in production that are necessary at short notice for production-related reasons or due to legal requirements.
6 Retention of title / Confidentiality
6.1 The supplier shall not be entitled to any retention of title beyond the so-called simple retention of title. The retention of title always refers only to the specific delivery.
6.2 Our orders are to be treated confidentially. Samples, drafts etc. intended for us may not be made accessible to third parties. The illustration and exhibition of items belonging to us or manufactured and/or intended for us as well as the reference to our order vis-à-vis third parties shall require our express written consent.
7 Quality and documentation
7.1 The supplier guarantees us that he has complied with the recognised rules for the manufacture of the goods and all food regulations of the EU and the Federal Republic of Germany with regard to his deliveries.
7.2 If the supplier has concerns about our product specifications, he must inform us immediately, stating the specific grounds on which these concerns are based.
7.3 The supplier shall keep test documents relating to the goods for a period of 7 years and submit them to us if required. The supplier is obliged to obtain the necessary documents for this purpose from third parties (e.g. his suppliers) if necessary. Insofar as authorities require us to inspect the production process and the production documents in order to verify certain requirements, the supplier agrees to give them the opportunity to inspect them at his premises.
7.4 The supplier shall enclose the required certificate of origin with each order.
8. notification of defects
8.1 The quantities, dimensions, weights, quality features and specifications determined by us shall be decisive for the scope, correctness and suitability of the goods.
8.2 The receipt of late notification of defects and unconditional acceptance shall be excluded if we can only detect the defect when the goods are processed and then make the notification of defects within 7 days of processing.
8.3 Any payment of the purchase price made prior to the discovery of defects shall not constitute an acknowledgement that the goods are free of defects and have been delivered in accordance with the regulations.
9 Warranty for deliveries of goods
9.1 In the event of defective deliveries, the statutory provisions shall apply, unless otherwise stipulated in these Terms and Conditions of Purchase.
9.2 If the goods are defective, we shall be entitled to demand subsequent delivery, a reduction in the purchase price, cancellation of the contract or compensation.
9.3 If we have decided in favour of subsequent delivery and we do not receive a free replacement from the supplier within a reasonable period of time, we may exercise the other options listed in paragraph 2.
9.4 Any return of the rejected goods shall be at the expense and risk of the supplier, irrespective of the location of the defective goods.
10 Warranty for the delivery of technical equipment
10.1 Unless longer warranty periods are provided for by law, the warranty shall in any case be 12 months from delivery of the delivery item. If assembly is required for the proper use of the delivery item, the warranty obligation shall only commence at the time of proper acceptance. Commissioning does not replace acceptance.
10.2 The Supplier warrants that its delivery item complies with the recognised rules of technology, the safety regulations as well as the agreed specifications and the agreed performance values and can be used to the full extent for the purpose known to the Supplier. The supplier must therefore inform himself about all legal requirements – in particular environmental regulations – relating to his delivery item.
10.3 If the delivery item is defective, we are entitled to demand free replacement, free rectification of defects, a price reduction, cancellation of the contract or compensation.
10.4 If we have decided in favour of rectification and the rectification fails or if the supplier is in default with the rectification or the free replacement delivery, we shall be entitled, at our discretion, to cancel the contract or to reduce the purchase price and to assert claims for damages due to non-performance.
10.5 Any return of rejected delivery items and the performance of subsequent improvement shall always be free of charge for us and at the supplier’s risk, irrespective of the location of the defective item.
10.6 Further claims for damages remain unaffected by this provision.
11 Liability
11.1 If a claim is made against us due to poor performance, manufacturer’s liability or due to the violation of official safety and environmental regulations or similar, the supplier must compensate us for the damage incurred, insofar as his goods or his behaviour were defective and the cause of the damage. Fault on the part of the supplier is only relevant if the regulations on the basis of which claims are made against us presuppose fault. In such cases, the supplier must prove that it was not at fault.
11.2 If we are obliged to recall the goods due to a defect attributable to the supplier’s goods, the supplier shall also reimburse us for the costs of the recall.
11.3 The supplier undertakes to take out adequate liability and product liability insurance. At our request, the supplier shall provide us with evidence that this insurance has been taken out.
12. transport risk
The supplier shall bear the transport risk until receipt of the delivery item at the agreed delivery address.
13. place of fulfilment, applicable law, place of jurisdiction, written form and partial invalidity
13.1 The place of fulfilment for the delivery and service is the delivery address specified by us; if no specification is made, the place of fulfilment is Stimpfach.
13.2 The supplier undertakes to always provide his delivery and service personally. Subcontracts require our express written consent.
13.3 The law of the Federal Republic of Germany shall apply to the Terms and Conditions of Purchase and the entire legal relationship between us and the Supplier, to the exclusion of the European Sales Convention (Rome 1 Regulation) and the UN Convention on Contracts for the International Sale of Goods (CISG).
13.4 The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the court responsible for our registered office (Crailsheim Local Court/Ellwangen Regional Court) in the Federal Republic of Germany. The jurisdiction of a court according to the EuGVVO is excluded.
13.5 Subsidiary agreements, reservations, amendments and supplements to our contracts require our written confirmation in order to be valid. This shall also apply to any waiver of the written form requirement.
13.6 Should a provision of these Terms and Conditions of Purchase or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
Hosta – Werk für Schokolade-Spezialitäten GmbH & Co. KG Stand: August 2020
