1.1 These General Terms and Conditions of Purchase apply to this and all future contracts with Dosen-Zentrale Züchner GmbH or its affiliated companies (hereinafter referred to as "buyer") with commercial suppliers, legal entities under public law and special funds under public law. Conflicting or deviating terms and conditions of delivery or other restrictions of the supplier are not recognised unless the buyer has expressly agreed to their validity in writing in individual cases. In particular, the mere reference to a letter from the supplier which contains or refers to its terms and conditions of delivery does not constitute the buyer's agreement to the validity of those terms and conditions of delivery. These General Terms and Conditions of Purchase also apply if the buyer accepts deliveries/services without reservation or makes payments in the knowledge that the supplier's terms and conditions conflict with or deviate from these Terms and Conditions of Purchase or legal provisions.
1.2 Other agreements, amendments and ancillary agreements are only valid if the buyer agrees to them in writing.
2 Samples, offers, orders, documents of the buyer
2.1 All samples requested or provided must generally be provided free of charge. Sample deliveries must be designated as samples. Serial deliveries can only start once the buyer has approved the samples. Any costs for the preparation of samples require prior written confirmation. Tool costs and property rights to these must also be recorded in writing and approved in advance.
2.2 In the offer, the supplier must adhere exactly to the enquiry and expressly notify any deviations. Orders and changes to orders must be made in writing. Orders are placed using our order forms and are confirmed by the supplier with a signature.
2.3 If the supplier submits an offer and quotations, these are issued free of charge and do not establish any obligation for the buyer. Quotations will only be reimbursed by written agreement.
2.4 Orders and changes to orders must be made in writing. The supplier must immediately check the order for discernible errors, ambiguities, and incompleteness, as well as for the unsuitability of any of the specifications for the intended use that the buyer has indicated and must inform the buyer immediately of any necessary changes or clarifications to the order. The supplier must expressly notify any deviations from the buyer's enquiry in the offer.
2.5 Each order and any changes to orders must be confirmed by the supplier in writing. The buyer's order number must be quoted in all correspondence, invoices and shipping documents (consignment notes, delivery notes, express delivery notes, dispatch forms, etc.)
2.6 The buyer reserves all property rights and copyrights to the illustrations, drawings, calculations, samples, data sheets and other documents on which an order is based. These documents shall only be used for the delivery resulting from the order. After completion of the contract they are to be returned to the buyer without solicitation.
2.7 Without prejudice to any other rights, the buyer may withdraw from the contract or, in the case of a continuing obligation, terminate the contract without notice for good cause or if insolvency proceedings are opened against the assets of the supplier or if the supplier fails to meet essential obligations without good cause and the supplier has not yet fulfilled the contract or has not fulfilled it in full.
3 Delay in delivery, contractual penalty
3.1 The delivery time specified in the order is binding.
3.2 The delivery time starts on the day the order is placed.
3.3 As soon as the supplier becomes aware that it will not be able to perform all or part of its contractual obligations in a timely manner – irrespective of the causes of the delay – it must notify the buyer immediately in writing, stating the reasons and the expected duration of the delay. The buyer is entitled to assert all rights against the supplier resulting from a culpable failure to notify. The unconditional acceptance of a delayed (partial) delivery/(partial) service does not constitute a waiver of rights by the buyer with regard to the untimely (partial) delivery/(partial) service. If an agreed deadline is exceeded, the supplier will be in default even without a special reminder and will be liable for all damages caused by the default.
3.4 In the event of a culpable delay in delivery, the buyer is entitled to claim a contractual penalty of 0.5% for each full week of delay, but no more than 5% of the respective total contract price. The buyer reserves the right to assert claims for further damages. Any contractual penalties paid by the supplier shall, however, be set off against these claims. The buyer may claim the contractual penalty until the final payment is due without this requiring a reservation according to Section 341(3) German Civil Code (BGB).
3.5 Partial deliveries that have already been made are not considered independent transactions.
4 Packaging, Shipping
4.1 Unless otherwise agreed, the delivery of goods must be made DDP (Incoterms 2020) to the place of delivery.
4.2 The delivery must be packed in such a way that transport damage is avoided. The supplier is liable for damage due to improper packaging. At the request of the buyer, the supplier must collect all the outer, transport and sales packaging at the delivery destination or have it collected by a third party. If separate invoicing of the packaging has been agreed, the costs for this are to be listed separately in the offer and invoice.
4.3 The supplier must send a detailed dispatch note for each individual consignment on the day of dispatch, separately from the goods and the invoice. Each shipment must be accompanied by a delivery note stating the order number, delivery address and our article number with quantity details and the article description. In the event of shipment by ship, the name of the shipping company and the ship must be stated in the shipping documents and invoice. The exact order number of the buyer must be stated in full on all shipping documents and delivery notes. Invoices are not considered delivery notes.
5 Acceptance, transfer of risk
5.1 The supplier bears the risk of loss or damage until the contractual goods are actually handed over at the place of delivery. If a delivery with installation/assembly/servicing has been agreed, the transfer of risk takes place after proper execution of the installation/assembly/servicing and handover.
5.2 Unless otherwise agreed, the buyer is only obliged to accept deliveries under a contract for work and services. Unless otherwise agreed, acceptance can be declared up to six weeks after the delivery of the work performance. The risk is not transferred before successful acceptance has been declared by the buyer. The use of the delivery or the payment of invoice amounts does not imply acceptance.
6 Liability for defects, indemnity
6.1 The statutory obligation of the buyer to inspect incoming goods is limited to inspecting random samples for quantity, type, externally visible defects such as transport damage and other obvious defects to a reasonable extent without undue delay. The buyer is obliged to notify the supplier of obvious and hidden defects immediately, but not before 14 working days (Mon-Fri) have elapsed after delivery or discovery. The above provisions apply accordingly to services such as installation/assembly/servicing etc.
6.2 Without prejudice to any other legal provisions, deliveries must comply with the contractually agreed quality, the laws on product and environmental protection, the relevant safety regulations and the current state of science and technology, in particular the technical standards and guidelines (DIN, ISO, etc.), the performance and consumption figures stated by the supplier, the latest regulations issued by the authorities and the accident prevention and industrial safety regulations applicable in each case and must be of high quality in terms of type and quality. All certificates and conformities must be submitted by the supplier in advance and without reminder. Any changes must be passed on immediately in writing.
6.3 If the delivery is to be manufactured according to a specification stipulated by the buyer, especially according to specified technical parameters, the supplier is obliged to check the specifications for correctness and suitability for the intended use. The supplier is also obliged to inform the buyer in writing if a delivery is not unrestrictedly suitable for the intended use.
6.4 If an order is placed with the supplier within the framework of an ongoing business relationship, the supplier must, as far as is reasonable, notify changes to the specifications, the manufacturing process, the recommended use and the packaging in good time before delivery so that the buyer can check the changes in a suitable manner, e.g. by inspecting the supplier's premises. Any changes in the data sheets to be handed over must be notified in writing at the latest upon delivery.
6.5 If the delivery is defective, the buyer is entitled to the statutory rights regarding defects without restriction. In particular, the buyer is entitled to demand, at its discretion, the rectification of the defect or new delivery or production. The supplier must bear the costs of subsequent performance, including the costs arising from a transfer of the delivery to a place other than the original place of performance. The supplier must consider the operational interests of the buyer when rendering the supplementary performance. If the subsequent performance has not been rendered within a reasonable period of time, if it has failed or if the setting of a deadline was dispensable, the buyer may assert the further statutory rights regarding defects.
6.6 The supplier is liable for ensuring that the delivery, use and operation of the delivery item does not infringe patents, licences, copyrights, trademarks or other industrial property rights of third parties. The supplier indemnifies the buyer from any claims of third parties which may be asserted against the buyer due to infringements of the aforementioned industrial property rights on account of the delivery. The indemnification especially includes the defence against unjustified claims and the reimbursement of any expenses.
6.7 Without prejudice to its other claims, the supplier shall indemnify the buyer on first demand from all claims for damages by third parties (including court and legal costs), especially on the basis of product and manufacturer liability, insofar as these are asserted against the buyer on the basis of a cause within the supplier's sphere of control and organisation and which the third party could therefore conclusively assert against the supplier instead of against the buyer. The indemnification especially includes the defence against unjustified claims and the reimbursement of any expenses.
6.8 The statutory and/or contractually agreed claims and rights in the event of material defects and defects of title are subject to the statute of limitations according to the statutory provisions. In addition to the cases in which the statute of limitations is suspended as provided by law, the statute of limitations for claims and rights regarding defects is also suspended during the period between the notification of defects and the elimination of defects. The limitation period starts anew for wholly or partially newly delivered, replaced or repaired deliveries or services.
7 Retention of title
7.1 The buyer acknowledges any retention of title by the supplier in respect of the unprocessed goods stored by the buyer. A retention of title by the supplier after processing, combining or mixing of its goods with other items is not recognised. The assignment of the buyer's claims from the resale of these goods to the supplier is also excluded.
7.2 All items become the unrestricted sole property of the buyer upon payment.
8 Prices, invoices, terms of payment
8.1 The agreed prices are net prices plus any legally owed value added tax, including packaging, insurance, transport, freight and storage costs. In all other respects, the interpretation of price clauses shall be governed by the INCOTERMS in their currently valid version.
8.2 Invoices must be issued in one copy separately for each order. They must not be enclosed with the shipments. Partial deliveries/services must be designated as such in the invoice. Invoices must – in accordance with the specifications in the order – be issued with the supplier number, order number, delivery note number as well as our article number and the article description indicated in the order and sent to the responsible office of the buyer; the supplier is liable for all damages caused by culpable non-fulfilment of these obligations.
8.3 Unless otherwise agreed, payments must be made within 14 days of receipt of the delivery with a 3% discount, or within 30 days after receipt of the delivery net.
8.4 Payment does not imply any acceptance of conditions and prices and does not affect the rights of the buyer regarding improperly performed delivery/service, the buyer's rights of inspection and the right to object to an invoice for other reasons.
8.5 The buyer reserves the unrestricted statutory rights of retention and offsetting.
The buyer, its legal representatives and employees are only liable, regardless of the legal grounds, for gross negligence, intent or if the breached obligation is essential for the achievement of the purpose of the contract (cardinal obligations). In the event of a simple negligent breach of cardinal obligations, the liability of the buyer for damages and reimbursement of expenses is limited to the foreseeable damages typical for the contract. This does not apply insofar as the buyer is mandatorily liable in the event of injury to life, limb or health or for damages to privately used objects according to the German Product Liability Act or for other reasons.
10.1 Subject to statutory, judicial or official disclosure obligations, the supplier undertakes to keep secret, not to commercially exploit, not to make the subject of industrial property rights, not to pass on to third parties or to make available to third parties in any other way all technical, scientific, commercial and other information which the supplier obtains directly or indirectly within the scope of the contract, and especially the buyer’s documents (hereinafter referred to as "confidential information"). The supplier shall be entitled to pass on confidential information to subcontractors approved by the buyer, insofar as such information is absolutely necessary for the performance of the contract by the subcontractor. Confidential information may not be used for any purpose other than the execution of the contract.
10.2 The above obligation to maintain secrecy also extends accordingly to the enquiry and order as well as the corresponding work.
10.3 Information which is already in the legal possession of the supplier at the time the buyer makes it available, which is legally evident or has been legally obtained from third parties, is excluded from this obligation of secrecy. Furthermore, information which is disclosed to persons who are subject to a statutory duty of confidentiality is exempt from this duty of confidentiality, whereby the supplier undertakes not to release these persons from this duty of confidentiality. The supplier bears the burden of proof for the existence of these exceptions.
10.4 The above obligation to maintain secrecy also applies after completion of the order, unless one of the above exceptions subsequently occurs.
11 Data protection
11.1 The supplier undertakes to observe and implement the provisions of the German Federal Data Protection Act and the EU General Data Protection Regulation.
11.2 If the supplier processes personal data of the buyer as part of the commissioned service, the supplier must additionally conclude an agreement with the buyer on data protection and data security in contractual relationships in accordance with Art. 28(3) of the EU General Data Protection Regulation (GDPR) and provide the information required for this purpose in the form of the supplier questionnaire provided by the buyer as necessary.
11.3 If the supplier processes such data at a location outside a Member State of the European Union or a Contracting State of the European Economic Area, the supplier must enter into supplementary agreements with the buyer which ensure an adequate level of data protection at the supplier; if the supplier uses subcontractors for this purpose, the supplier must, at the buyer’s request, ensure that they enter into corresponding agreements with the buyer.
11.4 The supplier undertakes to collect, process, disclose, make accessible or otherwise use personal data exclusively for the purpose of fulfilling the contract and to store such data for this purpose and thereafter only for the fulfilment of statutory storage obligations. Any disclosure of personal data to third parties requires the prior written consent of the buyer, unless the supplier is under a corresponding legal obligation to disclose.
11.5 The supplier undertakes to ensure that all persons it employs within the scope of this assignment are trained in data protection before their deployment and are obliged to observe data secrecy during and also after the termination of their employment, and not to collect, process or use personal data without authorisation. These formal obligations must be submitted to the buyer on request. The supplier must, with all due diligence, ensure that all persons entrusted with the processing and fulfilment of the order observe the legal provisions on data protection, including the GDPR, and that they do not disclose to third parties or otherwise exploit information obtained from the buyer.
11.6 On request, the buyer’s data protection officer must be provided with all the information requested, if necessary, proof of data protection by means of a data protection concept shall be provided, and the required documents shall be handed over
12 Final provisions
12.1 The supplier may only refer to the existence of the business relationship with the prior written consent of the buyer.
12.2 The invalidity or unenforceability of a provision or parts of a provision in the contract does not affect the existence and continuation of the respective contract.
12.3 The place of jurisdiction for all disputes arising from the supply relationship is, as far as legally permissible, the registered office of the buyer.
12.4 The relationships between the buyer and the supplier are exclusively subject to the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the German conflict-of-laws rules. Customary commercial clauses must be interpreted in accordance with Incoterms 2020.
13 Socially responsible management, minimum wage law
The supplier guarantees compliance with Convention No. 138 of the International Labour Organization ILO of June 6, 1973 and compliance with all occupational health and safety regulations for children within the country of production. The supplier undertakes to comply with all obligations incumbent on it under the German Minimum Wages Act or comparable laws of other legal systems. Furthermore, the supplier undertakes to use only such subcontractors who have undertaken to comply with the obligations incumbent upon them under such minimum wage laws. In the event of a breach, we are entitled to demand compensation for damages and to extraordinary termination of the contract without notice for good cause.