Terms and conditions of purchase
1. Scope of applicability
1.1 These terms and conditions of purchase (hereafter referred to as “T&Cs”) shall apply for the duration of the business relationship between the firm August Rüggeberg GmbH & Co. KG (hereafter referred to as “PFERD”) and the supplier for all services to be rendered by the supplier (hereafter referred to as “deliveries”). They shall also apply for all future transactions with the supplier.
1.2 These T&Cs are exclusively applicable; conflicting or deviating general terms and conditions of business specified by the supplier will not be recognized unless PFERD has expressly agreed to their applicability in writing.
2.1 Quotations made by suppliers will be accepted exclusively in accordance with the T&Cs of PFERD. Quotations are to be drawn up in German or in English. Except when otherwise agreed in writing, the supplier shall be bound to the quotation for 12 weeks from the date of the quotation. The order shall always apply as acceptance of the supplier’s contractual offer in each case.
2.2 Quotations and cost estimates are binding and are to be submitted free of charge to PFERD.
3. Orders and other agreements
3.1 Orders and other agreements are only binding for PFERD if they are issued in writing or confirmed in writing after being issued in person or over the telephone.
3.2 Verbal or telephone orders, information, acceptances, etc. are only binding for PFERD if they are confirmed in writing by PFERD or if PFERD has demonstrably waived the requirement for the written form.
4. Delivery, delays
4.1 Agreed delivery and performance deadlines are binding for the supplier. The
delivery deadlines are understood to pertain to the receipt of the delivery at the delivery address specified by PFERD. If the supplier is delayed in delivering goods, PFERD is entitled to claim compensation. This shall amount to 0.2 % – yet up to an overall maximum of 5 % – of the value of the agreed delivery for every working day that delivery is delayed by. This shall also apply in the event that PFERD withdraws from the contract. The right to claim such compensation for delays remains reserved up until full payment is made. The statutory claims in the event of a delay and/or withdrawal remain unaffected.
4.2 The delivery papers required for assignment to the concluded contract, which contain the information specified in Clause 9, Sentence 2 below in particular, are to be enclosed with every delivery. The supplier is responsible for the consequences of delayed, incomplete or incorrect delivery papers.
4.3 Deliveries shall include proper packaging with transport insurance covering the value of the goods and shall be made free of charge to the specified delivery address.
4.4 The supplier must immediately inform PFERD in writing about imminent delivery delays, including the reasons for these and their duration.
4.5 If the supplier is obligated to install and/or assemble the supplied product, acceptance of the delivery shall only be performed after completion of the overall service.
Acceptance can only take place as a formal acceptance. The supplier must promptly request that PFERD grant provisional acceptance for parts which will later be inaccessible. A certificate of acceptance is to be drawn up. This is to be signed by both parties.
5. Transfer of risk
In the event of a sales shipment, the risk of destruction and/or deterioration of the delivery is transferred upon receipt at the agreed delivery address. In the event of a contract for labour and materials, the risk remains until the supplier has received full acceptance of the overall service from PFERD.
6. Delivery quantities, part deliveries
6.1 The supplier is only permitted to deliver the quantity ordered by PFERD. Quantities deviating from this specification will only be accepted by PFERD if this has been expressly agreed in writing. If acceptance of the delivery is dependent upon complete documentation, PFERD shall not be in default of acceptance if the corresponding documents have not been submitted with a reasonable verification period.
6.2 In the event of part deliveries of a contractually agreed service, the service shall only be deemed rendered by the supplier once it has been delivered in its entirety. The regulation in Article 363 of the German Civil Code (BGB) is not applicable. The supplier shall bear any additional costs incurred by part deliveries. All claims by PFERD relating to a contractually agreed delivery are not affected by part deliveries, particularly not with regards to liability for material defects. In the event of make-and-hold orders, the supplier is obligated to provide all make-and-hold quantities so that the delivery deadline can be adhered to as a fixed date.
If specific quality standards or grades have been agreed for the delivery/rendering of services, these shall apply as an agreed quality.
All prices specified in the supplier’s quotations are fixed prices, except when otherwise agreed in writing, and are classed as “carriage insurance paid” (CIP as per Incoterms 2010), including packaging, transport insurance, in addition to the value added tax applicable at that point in time.
9. Order confirmations, invoices
Order confirmations and invoices are to be sent to PFERD separately by post; they may not be enclosed with the delivered goods. Order numbers and the ordering party in particular are to be specified on all documents alongside the precise designation of the scope of delivery by article, type and quantity.
10. Tools, documentation, drawings
10.1 The supplier undertakes to treat tools, testing equipment, documentation, plans, samples, drawings, data carriers, etc. (hereafter referred to as “equipment”) received by PFERD for the purpose of executing the order with the requisite care and confidentiality. Except when otherwise agreed in writing, all aforementioned equipment shall remain the property of PFERD. A right of retention is excluded. The supplier may only make it accessible to third parties in accordance with contractual use and only when a confidentiality clause has been agreed. After execution of the order, these are to be immediately returned to PFERD without the need for a special request.
10.2 The equipment may only be used within the scope approved by PFERD and may not be reproduced and/or made accessible to third parties without prior written agreement. 10.3 Products which are manufactured in accordance with equipment designed by PFERD or other confidential specifications may neither be used by the supplier themselves, nor offered, delivered or made accessible to third parties for the purpose of reproduction.
11. Liability for material defects
11.1 The supplier guarantees that all deliveries correspond to the contract and all other statutory regulations and guidelines in the version applicable at the time of delivery, in addition to the state of the art in terms of safety and technology.
11.2 The liability periods for material defects are determined by statutory regulations.
11.3 In the event that deliveries are procured by PFERD for the purpose of resale as apparent to the supplier, the liability period for material defects shall begin upon acceptance by the end customer. In the event of deliveries for which no acceptance procedure takes place, the liability period for material defects shall begin upon delivery to the end customer. However, it shall end at the latest 36 months after delivery to the delivery address specified in the contract.
11.4 In the event of a defective delivery, PFERD is entitled to assert its statutory claims within the liability period for material defects at its own discretion.
11.5 The supplier must bear all costs resulting from defective delivery of the contractual object, especially concerning transport, infrastructure and labour costs.
11.6 In the event of unacceptable remedial action, PFERD is entitled to assert statutory liability claims for material defects or has a right to a replacement delivery free of charge.
11.7 If the supplier defaults on the request to remedy a defect within a reasonable period, PFERD has the right to choose whether to conduct the required measures itself or to have these conducted by third parties, at the supplier’s expense in each case. Without prior consultation, measures required to remedy smaller defects or to avoid disproportionately great damage may be conducted by PFERD or by third parties commissioned by PFERD at the supplier’s expense. The supplier shall be immediately notified of the cause, type and extent.
11.8 The liability period for material defects shall be suspended between the notice of defects and the remedial action, or until a potential refusal by the supplier to satisfy the claims regarding liability for material defects. It shall begin again for parts to be replaced or remedied upon the restoration of the flawless usability of the delivery as stipulated by the contract.
11.9 By accepting or using the delivery, PFERD does not renounce its claims regarding liability for defects.
11.10 Except when otherwise agreed, PFERD satisfies its obligation to immediately inspect delivered goods if this inspection takes place within 5 working days of the delivery being received. PFERD satisfies the obligation to immediately provide notification of defects if this notification is provided within 10 working days of the defect being discovered.
12. Product liability
If a claim is made against PFERD by third parties on the grounds of product liability resulting from a defect in the contractual object supplied by the supplier, the supplier shall be obligated to release PFERD from such claims and bear all costs and expenses that are incurred in this context, including costs arising from possible prosecution. Statutory provisions are also applicable. The same applies to a claim due to producer liability under tort law unless PFERD is charged with gross negligence or intent.
13. Third-party property rights
The supplier guarantees that the delivery is free of third-party property rights and undertakes to release PFERD from all damages and costs that are incurred by non-compliance with this guarantee assurance or from the prohibition of use of the delivery by third parties. Claims for this manner of defect lapse 10 years after delivery.
14. Operating instructions
If the supplier undertakes construction, assembly, maintenance, ancillary work or other work on the company premises of PFERD, they must ensure that their employees and/or employees of subcontractors engaged by the supplier comply with the “General operating instructions for external personnel in Marienheide and Hermeskeil” which is saved and can be freely viewed.
15. Terms and conditions of payment
The payment period begins with the date of delivery, however at the earliest upon receipt of a proper invoice and not before the agreed date of delivery. If no separate payment period has been agreed in writing, payment shall either be made within 14 days with a 3 % discount or within 30 days net. Every payment will be made subject to verification of the invoice.
16. Retention of title
A right to reservation of title exercised by the supplier may only be asserted with prior withdrawal from the contract.
The supplier is obligated not to inform third parties of its status as a supplier to PFERD without prior consent in writing from PFERD, particularly where this involves the inclusion of PFERD in a list of references or referring to the business relationship with PFERD in advertising materials.
18. Jurisdiction/applicable law/severability clause
18.1 The place of jurisdiction is the location of PFERD’s registered office. However, PFERD is entitled to file a lawsuit against the supplier in a different statutory place of jurisdiction.
18.2 The contract is subject to the law of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
18.3 If individual provisions of these T&Cs should be or become invalid or unenforceable, this shall not affect the applicability of the remaining provisions. The invalid or unenforceable provision should be replaced by a new provision which is as close as legally possible to its intended purpose and commercial purpose.