General conditions of purchase
General Terms and Conditions of Purchase of alwitra GmbH
(1) All deliveries, services and offers of our suppliers shall be made exclusively on the basis of these General Terms and Conditions of Purchase. These shall form an integral part of all contracts concluded by us with our suppliers for the deliveries or services offered by them. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(2) Terms and conditions of our suppliers or third parties shall not apply, even if we do not separately object to their application in individual cases. Even if we refer to a letter which contains or refers to the terms and conditions of business of the supplier or a third party, this shall not constitute an agreement to the validity of those terms and conditions of business.
(3) These General Terms and Conditions of Purchase (GTCP) shall apply to all business relations with our business partners and suppliers ("Seller"). The GPC shall only apply if the Seller is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(1) Unless our orders expressly contain a binding period, we shall be bound by them for one week after the date of the order. The receipt of the declaration of acceptance by us shall be decisive for timely acceptance.
(2) We shall be entitled to change the time and place of delivery as well as the type of packaging at any time by giving written notice of at least one week prior to the agreed delivery date. The same shall apply to changes in product specifications insofar as these can be implemented within the framework of the supplier's normal production process without significant additional effort, whereby in these cases the notification period pursuant to the preceding sentence shall be at least 1 week.
(3) We shall be entitled to terminate the contract at any time by written declaration stating the reason if we are no longer able to use the ordered products in our business operations due to circumstances occurring after conclusion of the contract. In this case, we shall compensate the supplier for the partial performance rendered by him.
(1) The price stated in the order is binding.
(2) In the absence of any written agreement to the contrary, the price shall include delivery and transport to the shipping address specified in the contract, including packaging.
(3) If, according to the agreement made, the price does not include packaging and the remuneration for the packaging - which is not only provided on loan - is not expressly determined, this shall be charged at the verifiable cost price. Upon request, the supplier shall take back the packaging at its own expense.
(4) Unless otherwise agreed, we shall pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with a 3% discount or within 30 days net. The receipt of our transfer order at our bank shall be sufficient for the timeliness of the payments owed by us.
(5) All order confirmations, delivery documents and invoices shall state our order number, the article number, delivery quantity and the correct invoice and delivery address. If one or more of these details are missing and this delays processing by us in the normal course of business, the payment periods specified in paragraph 4 shall be extended by the period of the delay.
(6) In the event of default in payment, we shall owe interest on arrears in the maximum amount of five percentage points above the base interest rate pursuant to § 247 BGB.
(1) The delivery time (delivery date or period) specified by us in the order or otherwise decisive according to these General Terms and Conditions of Purchase shall be binding. Early deliveries are not permitted.
(2) The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent according to which the delivery time cannot be met.
(3) If the day on which the delivery must be made at the latest can be determined on the basis of the contract, the supplier shall be in default on expiry of this day without this requiring a reminder from us.
(4) In the event of a delay in delivery, we shall be entitled to the statutory claims without limitation, including the right to withdraw from the contract and the claim for damages instead of performance after the fruitless expiry of a reasonable grace period.
(5) In the event of delays in delivery, we shall be entitled, after prior written warning to the Supplier, to demand a contractual penalty of 0.5%, up to a maximum of 5%, of the respective order value for each commenced week of the delay in delivery. The contractual penalty shall be set off against the damage caused by delay to be compensated by the Supplier.
(6) The Supplier shall not be entitled to make partial deliveries without our prior written consent.
(7) Even if shipment has been agreed, the risk shall not pass to us until the goods are handed over to us at the agreed destination.
(1) We reserve the ownership or copyright to orders placed by us, orders as well as drawings, illustrations, calculations, descriptions and other documents made available to the supplier. The supplier may neither make them accessible to third parties nor use or reproduce them himself or through third parties without our express consent. He shall return these documents to us in full at our request if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. In this case, any copies made by the Supplier shall be destroyed; the only exceptions to this are storage within the scope of statutory storage obligations and the storage of data for backup purposes within the scope of normal data backup.
(2) Tools, devices and models which we make available to the Supplier or which are manufactured for contractual purposes and which are separately invoiced to us by the Supplier shall remain our property or shall become our property. They must be identified by the supplier as our property, carefully stored, secured against damage of any kind and only used for the purposes of the contract. In the absence of an agreement to the contrary, the contracting parties shall each bear half of the costs of their maintenance and repair. However, insofar as these costs are attributable to defects in such items manufactured by the Supplier or to improper use on the part of the Supplier, its employees or other vicarious agents, they shall be borne solely by the Supplier. The supplier shall notify us immediately of any damage to such items which is not merely insignificant. Upon request, he shall be obliged to return the items to us in proper condition if they are no longer required by him for the performance of the contracts concluded with us.
(3) Retentions of title by the Supplier shall only apply to the extent that they relate to our payment obligation for the respective products to which the Supplier retains title. In particular, extended or prolonged reservations of title are not permitted.
(1) In the event of defects, we shall be entitled to the statutory claims without limitation. However, the warranty period shall be 36 months in derogation thereof. If the services / objects of performance purchased from us are used for a building in accordance with their customary use, the limitation period shall be 60 months. The limitation periods of the law on sales including the above extension shall apply - to the extent provided by law - to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply in this respect, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.
(2) We do not waive warranty claims by acceptance or by approval of samples or specimens submitted.
(3) Notwithstanding Section 442 (1) sentence 2 of the German Civil Code (BGB), we shall also be entitled without restriction to claims for defects if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.
(4) The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial duty to inspect and give notice of defects with the following proviso: Our duty to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, wrong delivery and short delivery) or which are recognizable during our quality control in the random sampling procedure. If acceptance has been agreed, there shall be no obligation to inspect. Otherwise, it shall depend on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later shall remain unaffected. Notwithstanding our duty to inspect, our notice of defect shall be deemed to have been given without undue delay and in good time if it is sent within 7 working days of discovery or, in the case of obvious defects, of delivery.
(5) Subsequent performance shall also include the removal of the defective goods and their re-installation, provided that the goods have been installed in another item or attached to another item in accordance with their nature and intended use; our statutory claim to reimbursement of corresponding expenses shall remain unaffected. The expenses necessary for the purpose of inspection and subsequent performance shall be borne by the Seller even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request to remedy a defect shall remain unaffected; in this respect, however, we shall only be liable if we recognized or were grossly negligent in not recognizing that there was no defect.
(6) Notwithstanding our statutory rights and the provisions in para. 5, the following shall apply: If the Seller fails to meet its obligation to remedy the defect - at our option by remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery) - within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the Seller of the expenses required for this purpose or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances without undue delay, if possible in advance.
(7) Otherwise, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions.
(8) Upon receipt of our written notice of defect by the supplier, the limitation period for warranty claims shall be suspended until the supplier rejects our claims or declares the defect eliminated or otherwise refuses to continue negotiations on our claims. In the event of replacement delivery and rectification of defects, the warranty period for replaced and rectified parts shall start anew, unless we had to assume from the supplier's conduct that the supplier did not consider itself obliged to take the measure, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
(1) We shall be entitled to our legally determined recourse claims within a supply chain (supplier recourse pursuant to §§ 445a, 445b, 478 BGB) without limitation in addition to the defect claims. In particular, we shall be entitled to demand from the Seller exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) shall not be restricted hereby.
(2) Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) of the German Civil Code), we shall notify the Seller and request a written statement, briefly setting out the facts of the case. If a substantiated statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the Seller shall have the burden of proof to the contrary.
(3) Our claims from supplier recourse shall also apply if the defective goods have been further processed by us or another contractor, e.g. by incorporation into another product.
(1) The supplier shall be responsible for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by him and shall be obliged to indemnify us against any liability resulting therefrom. If we are obliged to carry out a recall action against third parties due to a defect in a product supplied by the supplier, the supplier shall bear all costs associated with the recall action.
(2) The supplier shall be obligated to maintain, at its own expense, product liability insurance with an appropriate amount of coverage, which, unless otherwise agreed in individual cases, need not cover the recall risk or punitive or similar damages. The supplier shall send us a copy of the liability policy at any time upon request.
(1) In accordance with paragraph 2, the supplier shall be responsible for ensuring that no third-party industrial property rights are infringed by products supplied by him in countries of the European Union or other countries in which he manufactures the products or has them manufactured.
(2) The supplier shall be obliged to indemnify us against all claims asserted against us by third parties on account of the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim shall exist irrespective of any fault on the part of the supplier.
(3) Our further statutory claims due to defects of title of the products delivered to us shall remain unaffected.
(1) The supplier shall be obliged to keep spare parts for the products delivered to us in stock for a period of at least 6 years after delivery.
(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us, it shall notify us thereof without undue delay after the decision on the discontinuation. This decision must - subject to paragraph 1 - be at least 12 months prior to the discontinuation of production.
(1) The supplier is obliged to keep the terms and conditions of the order as well as all information and documents made available for this purpose (with the exception of publicly accessible information) secret for a period of 10 years after conclusion of the contract and to use them only for the execution of the order. He shall return them to us immediately after completion of inquiries or after processing of orders.
(2) Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures, etc. and may not exhibit delivery items manufactured for us.
(3) The supplier shall oblige its sub-suppliers in accordance with this § 10.
The supplier shall not be entitled to assign its claims arising from the contractual relationship to third parties. This shall not apply insofar as monetary claims are concerned.
We are committed to continuous improvement of quality and energy efficiency and the careful treatment of the environment and have therefore implemented an integrated management system according to DIN EN ISO 9001 quality management, DIN EN ISO 14001 environmental management and DIN EN ISO 50001 energy management. Among other things, the delivered quality, the environmentally oriented performance and the energy efficiency are selection criteria for us. For more information, please visit our homepage under Principles & Corporate Culture.
(1) The place of performance for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Trier.
(2) The contracts concluded between us and the Supplier shall be governed by the laws of the Federal Republic of Germany to the exclusion of the Convention on Contracts for the International Sale of Goods (UN Sales Convention).
(1) The Contractor undertakes to observe and implement the provisions of the Federal Data Protection Act
and the EU Basic Data Protection Regulation, respectively.
(2) If the Contractor processes personal
data of alwitra as part of the commissioned service, the Contractor will, to the extent required or prescribed by law, additionally conclude an agreement with alwitra on data protection and data security in commissioned relationships pursuant to Art. 28 para. 3 of the EU Data Protection Regulation (DS-GVO).
(3) The data protection obligations of the Contractor and the Principal shall be regulated,
in addition to the obligations resulting from the Federal Data Protection Act and the Basic Data Protection Regulation, with this contract or corresponding supplementary special regulations, such as an agreement on the order data agreement.
(4) The Principal takes note of and agrees with the acceptance of an order and
the preparation of an offer that alwitra processes the necessary
data from the contractual relationship or from pre-contractual measures,
with reference to Art. 6 Para. 1 lit. a, b, f DS-GVO, for the purpose of the performance of the contract
and reserves the right to process the data, as far as necessary for the performance of the contract
, to transmit them to third parties. Further information on the use of personal data according to Art. 13 and 14 DS-GVO as well as information on the rights of data subjects
according to Art. 15 - 21 DS-GVO, can be found at https://alwitra.de/datenschutz/.