General Conditions of Purchase
of P.F. FREUND & CIE. GmbH
Edition Oktober 2017
1. These Purchase Conditions (Conditions) shall apply to all our present and future orders for goods, service and commission processing and to the performance of such orders towards businesses within the meaning of § 14 Art. 1 BGB. Seller's conditions diverging from these Conditions will not be acknowledged unless otherwise stipulated within these Conditions or otherwise agreed in the contract with the Seller. Should we accept the goods not expressly objecting these Conditions, the Seller may in no case assume our consent with his conditions.
2. Any oral agreements made by our employees shall become binding on us only if and in so as far we confirm them in text form.
3. Any offer made by Seller will be free of charge and not binding to us.
4. Any trade terms shall, in cases of doubt, be interpreted according to the Incoterms as amended from time to time
1. The contract price shall be regarded as a fixed price.
2. In case of “free house” deliveries, deliveries “free place of destination” and other “free”-deliveries, the price shall include the costs for freight and packaging. In case of “unfree” delivery, we shall determine the type of shipment.….
Additionally, the Incoterms shall be applicable as amended from time to time.
1. Unless otherwise agreed the following terms of payment shall apply: Payment shall be made either within 14 days with 3 p.c. discount or within 30 days without discount. Should the Seller’s conditions for payment be more favourable, they shall prevail.
2. Payment and discount periods shall begin with the receipt of the invoice but not before the receipt of the goods. In case of services, such periods shall begin only after the transaction has been approved by us. If the delivery includes documentation (e.g. test certificates) or similar written material, such periods shall begin only after receipt of the same as agreed upon in the contract.
3. Payment shall be made by cheque or by bank remittance. Payment is considered to have been made in time if the cheque has been mailed on the due date or the bank has been instructed to make the remittance on the due date.
4. We will be liable for interest only if and so far as we are in arrears for payments, not at their mere maturity date. We are, in any case, entitled to establish a lower rate than claimed by the Seller.
5. We shall be entitled to all statutory rights as to the to set-off and retention of our claims against the Seller’s.
IV. Delivery Times / Late Delivery
1. All contractual terms and dates of delivery shall be binding to the Seller. The Seller shall immediately inform us in text form in case of imminent delays and submit to us adequate proposals to remedy the consequences of such delays.
2. Unless otherwise agreed in text form, any contractual terms and dates of delivery shall be considered to be met only if and in so far as the goods have been handed over to us at such dates.
3. If and in so far as the Seller defaults in delivery, we shall be entitled to our statutory rights. In particular, we shall have the right to claim damages for non-performance if and in so far as the Seller fails to effect delivery after a reasonable grace period set to him has elapsed. Our right to request delivery shall be excluded only if the Seller has compensated us for our damages.
4. Additionally, if Seller defaults in delivery, we may claim a penalty of 0,5% of the order value of the delivery in default per started week, however not more than 5% of the order value. The penalty shall be credited against our compensation claim. Seller may prove that we have incurred lower damages.
5. The Seller may claim relief for his default by reason of lack of any documents to be submitted by us only in such cases where we have, upon the Seller’s reminder, failed to deliver such documents to him.
V. Performance of Deliveries and Passing of Risks
1. The Seller shall bear the risks of accidental loss and accidental deterioration of the goods until they have been handed over to us at their place of delivery. This provision shall also apply in cases of “free delivery” (franco domicile). Additionally, the Incoterms shall be applicable as amended from time to time.
2. We will not accept partial deliveries unless we have given our prior written consent to them.
3. Excess or short deliveries will be accepted only in accordance with current trade practise.
4. Unless otherwise agreed in text form, the Seller shall bear the costs of packing. Should we, in a given case, agree to bear such costs, the Seller will charge us with the lowest possible costs only. Any obligations to take back packing material shall be governed by the Packaging Decree (Verpackungsverordnung) of 21.08.1998, as amended from time to time. The costs for the back haul or disposal of the packaging shall be borne by the Seller.
VI. Declarations of Origin
1. The Seller will, upon our demand, provide us with a supplier’s declaration regarding the preferential origin of the goods.
2. Where the Seller makes a declaration in regard to the preferential or non-preferential origin of the sold goods, the following terms shall apply:
a) The Seller will allow verification through customs authorities and submit all necessary information as well as any required certification.
b) The Seller shall compensate us for any damages and losses incurred to us, if and in so far as the competent authorities, due to any deficient certification or impossibility to verify, fail to acknowledge the declared origin, unless he proves that he is not responsible for such consequences.
VII. Warranty Provisions and Statute of Limitations
1. The Seller shall deliver the goods free of any material and legal defects. He will certify in particular that his deliveries and his services comply with the state of the art and with any contractual requirements and standards.
2. We will examine the quality and quantity of the goods upon their receipt to the extent both reasonable and technically feasible for us. A reasonable examination shall, in the absence of any contrary indications, not include possible defects which are not apparent to the eye, but detectable only in case of examinations of the inner properties of the goods. Any notice of a defect will be deemed to be in time if it reaches the Seller within ten days by letter, telefax, e-mail or by telephone. Periods for such notices shall not start before we have detected or should have detected the defect.
3. In the event that the goods show a defect, we may exercise our statutory rights. If the Seller tries to repair the goods, such remedy is considered to have failed after the first unsuccessful attempt. We shall have the right to withdraw from the contract also in such cases where a breach of contract is not considered to be material.
4. Where the goods were already defective at the time the risk passed to us, we may claim from the Seller also those expenditures in connection with such defect which we must pay to our customer.
5. In case of imminent danger we are entitled, after giving notice to the seller, to remedy the defects at the seller’s cost.
6. Warranty claims shall be time-barred 36 months after the delivery, however, longer statutory limitation periods shall remain unaffected.
7. The Seller hereby assigns to us - on account of performance – the benefit of any claims against his supplier arising from the delivery of deficient goods or of such goods not conforming with the guaranteed characteristics. He will supply us with any documents necessary to enforce such claims.
VIII. Product Liability and Recall
In the event a product liability claim is asserted against us, the Seller agrees to hold us harmless from such claims if and to the extent the damage was caused by a defect of the supplies or services. If the cause of the damage falls within the area of responsibility of the Seller, the Seller shall have the burden of proof to that extent. In the above cases the Seller assumes all costs and expenses, including the costs for any legal act ion or a recall campaign. In addit ion the legal stipulations shall apply.
Materials, parts, containers, special packaging and tools (“provided articles”) provided by us remain our property. These provided articles may only be used as agreed. Any provided materials which are processed and provided parts are assembled for us. It is agreed that in relation of the value of provided articles to the value of the manufactured goods we become co-owner of such goods which were manufactured with the provided articles. The Seller shall store such goods for us.
X. Place of Performance, Jurisdiction, Applicable Law
1. Unless otherwise agreed to, our place of business shall be the place of performance for the delivery.
2 The place of jurisdiction for all disputes in connection with this agreement shall be Wuppertal. However, we may sue the Seller also at his seat.
3. All legal relationships between ourselves and the Seller shall be governed by the laws of the Federal Republic of Germany supplementing these Purchase Conditions, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
XI. Applicable Version
In cases of doubt, the German version of these General Conditions of Purchase shall apply.
HRB 58 10 · AG Wuppertal
Geschäftsführer: Hans-Dieter Sanker
ILN: 40 14 118 00000 1
USt.-IdNr: DE 121 098 895