PFERD Purchasing conditions
1.1 The following terms and conditions of purchase (hereinafter referred to as CP) shall apply for the duration of the business relations between August Rueggeberg GmbH & Co. KG (hereinafter referred to as PFERD) and the supplier for all deliveries and services (hereinafter referred to as deliveries) provided by the supplier. They shall furthermore apply to any future business transactions with the supplier.
1.2 The following CP shall apply exclusively; conflicting or deviating terms and conditions of the supplier are not recognised unless expressly confirmed in writing by PFERD.
2.1 The acceptance of offers submitted by suppliers shall be subject to the CP of PFERD. Offers must be in German or English language. Unless otherwise agreed upon in writing, offers submitted by the supplier shall be binding for a period of 12 weeks. A purchase order shall always constitute acceptance of the contractual offer of the supplier.
2.2 Offers and quotations shall be binding and shall be submitted to PFERD free of charge.
3. Purchase orders and other agreements
3.1 To be binding for PFERD, purchase orders and other agreements must be in writing or confirmed in writing after being placed orally or by telephone.
3.2 Orders, information or confirmations etc. given orally or by telephone shall only be binding if confirmed by PFERD in writing or if it can be proved that PFERD has waived the written form requirement.
4. Delivery/default in delivery
4.1 Agreed delivery and performance dates shall be binding for the supplier. Delivery dates are defined as receipt of the delivery at the place of delivery indicated by PFERD. In the case of a default in delivery PFERD shall be entitled to claim compensation in the amount of 0.2% per work day – however, up to a total maximum of 5% - of the value of the agreed delivery. This shall also apply in the case of a rescission of contract by PFERD. PFERD reserves the right to claim such compensation until the date of full payment. The legal claims in case of default and/or rescission shall remain unaffected.
4.2 Each consignment shall be accompanied by the papers required for identifying the pertaining purchase contract. The delivery documents are to include in particular the information listed in section 9 clause 2. The supplier shall be responsible for any consequences resulting from delayed, incomplete or incorrect delivery documents.
4.3 Deliveries shall include suitable packaging, insurance at the value of the delivery and delivery free of charge to the delivery address.
4.4 The supplier shall immediately notify PFERD in writing of a foreseeable delay in the delivery, stating the cause of the delay and the expected default period.
4.5 For deliveries involving the assembly and/or installation of the delivery item, acceptance shall only be performed upon completion of the total performance and shall require formal acceptance. For any parts which will later be inaccessible, the supplier shall inform PFERD and request that a pre-acceptance be performed on such parts. A record of acceptance is to be drawn up and signed by both parties.
5. Risk of loss or damage
In the case of a sale by delivery the risk of loss and/or damage of the delivery shall pass only upon delivery of the goods to the agreed delivery address. In the case of a work performance contract, the risk of loss or damage shall remain with the supplier until the acceptance of all performances.
6. Quantities delivered/partial deliveries
6.1 The supplier shall only be entitled to deliver the quantity ordered by PFERD. Different quantities shall only be accepted by PFERD upon express written agreement. Should the acceptance of the delivery depend on a complete documentation, PFERD shall not be in default with acceptance if the respective documents are not submitted with an appropriate review period.
6.2 In the case of partial deliveries for a contractual performance the performance shall only be deemed rendered when delivered in full. The regulation of section 363 BGB (German Civil Code) shall not apply. Any additional costs arising from partial deliveries shall be borne by the supplier. Any claims by PFERD regarding a contractually agreed delivery shall not be affected by partial deliveries, in particular regarding any liability for defects in quality. In the case of call orders, the supplier shall be obligated to prepare all call quantities so that the binding delivery date can be complied with.
Any qualities or categories agreed upon for the fulfilment of an order are considered as agreed properties.
All prices stated in offers of the supplier shall be considered to be binding unless otherwise agreed in writing and shall be delivered cost and insurance paid (CIP Incoterms 2010), including packaging, transport insurance plus the applicable value added tax at the time of the delivery.
9. Order confirmations/invoices
Order confirmations and invoices are to be sent to PFERD by separate post; they may not be included with the delivery. In addition to a correct description of the delivery by product, type and quantity, the invoice shall also include the order numbers and the orderer.
10.1 The supplier undertakes to treat any tools, testing equipment, documents, drafts, samples, drawings, data carriers etc. (hereinafter referred to as equipment) received from PFERD for the purpose of executing the order with the required care and confidentiality. Unless agreed otherwise all abovementioned equipment shall remain the property of PFERD. Any right of retention shall be excluded. The supplier may only make such items accessible to third parties for the contractually agreed purpose and under a confidentiality clause. They are to be returned to PFERD immediately upon completion of the order without being requested to do so.
10.2 The equipment may only be used to the extent authorized by PFERD and may not be copied and/or disclosed to third parties without prior written consent.
10.3 Any products manufactured according to the equipment designed by PFERD or other confidential information, are prohibited from use by the supplier nor be offered to third parties or made accessible for copying.
11. Liability for material defects
11.1 The supplier guarantees compliance of all deliveries with the contract and all other statutory rules and regulations applicable at the time of the delivery as well as with state-of-the-art safety and technology standards.
11.2 The statutory regulations shall apply to the period of liability for material defects.
11.3 For deliveries which, recognizable to the supplier, are purchased by PFERD for the purpose of resale, the liability period for material defects shall begin with receipt of the merchandise by the final customer. For deliveries where no acceptance is agreed upon, the liability period for material defects shall begin with the delivery to the final customer. However, it shall end no later than 36 months after the delivery to the designated delivery address.
11.4 In cases of faulty delivery PFERD shall be entitled, within the material defects liability period, to assert its legal claims under its own choice.
11.5 Any costs due to material defects of the subject of the contract, in particular transportation costs, road charges, cost of labour, shall be borne by the supplier.
11.6 If rework is required to an unacceptable extent, PFERD shall have the option of asserting its statutory claims for material defects or receiving a substitute delivery free of charge.
11.7 Should the supplier not comply with the request to remedy defects within an appropriate period of time, PFERD shall have the option to perform the required rework at the supplier’s expense, or to have it performed by third parties. The necessary measures for rectifying smaller defects or for preventing disproportionally larger damage can be carried out at the supplier’s expense by PFERD or third parties commissioned by PFERD without prior consultation. The supplier shall be immediately notified of the reason, type and scope.
11.8 The liability period for material defects shall be suspended between the time of notification of a defect and its rectification or until the refusal by the supplier to fulfil the liability claims and shall resume, for parts to be replaced or repaired, with the restoration of the contractual defect-free condition of the delivery item.
11.9 Acceptance or use of the delivery by PFERD shall not constitute a waiver of claims for material defects by PFERD.
11.10 Unless otherwise agreed upon, PFERD shall be deemed to comply with its obligation of immediate inspection of the delivery item if such inspection is performed within 5 working days from the date of delivery. PFERD shall comply with its obligation to immediately notify the supplier of any defects, if such notification is made within 10 working days of detecting the defect.
12. Product liability
Should claims be made against PFERD for a fault of the contractual item delivered by the supplier, the supplier undertakes to indemnify PFERD of any such claims and to pay all costs and expenses arising from such claim, including the costs of any legal action. Otherwise, the statutory provisions shall apply. The same applies in the case of a claim due to tort liability unless caused by gross negligence or intent by PFERD.
13. Third party property rights
The supplier guarantees that the delivery is free from third party property rights and undertakes to indemnify PFERD against any damages and costs which might result from a non-compliance with this guarantee promise or from the prohibition of use of the delivery item by third parties. Such claims shall expire 10 years after the delivery.
14. Operating instructions
Should the supplier perform construction, assembly, maintenance, ancillary and other works on the PFERD company grounds, he shall ensure that his or his subcontractor’s staff complies with the “General operating instructions for external personnel in Marienheide and Hermeskeil” which can be viewed via internet at “http://www.pferd.com/de-de/518_DDE_HZML.htm.
15. Terms of payment
The payment term starts with the date of delivery, however no earlier than upon receipt of a proper invoice and not before the agreed delivery date. If no specific payment term is agreed in writing, payments will be made either within 14 days with a 3% discount or within 30 days net. All payments shall be subject to invoice verification.
16. Reservation of title
A reservation of title declared by the supplier may only be exerted with prior rescission of the contract.
The supplier undertakes to refrain from informing third parties of his business relations with PFERD, and in particular from including PFERD in a reference list or to refer to his business relations with PFERD in promoting his performance without prior written consent.
18. Jurisdiction/applicable law/severability clause
18.1 The place of jurisdiction shall be the location of PFERD. However, PFERD shall also be entitled to initiate legal proceedings against the supplier at any other statutory place of jurisdiction.
18.2 The contract shall be subject to the laws of the Federal Republic of Germany under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
18.3 Should individual provisions of these CP be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The contracting parties commit themselves to replace the invalid or unenforceable provision by a new provision which is as close as legally possible to the intended purpose and economic outcome.
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