General Terms and Conditions of Purchase
Nolte Küchen GmbH & Co. KG
General Terms and Conditions of Purchase
1.1 These General Terms and Conditions of Purchase apply only to commercial enterprises as defined in Section § 310, Paragraph 1 of the German Civil Code BGB.
1.2 These General Terms and Conditions of Purchase are deemed to apply to all deliveries and services to us unless other agreements have been expressly made.
1.3 Suppliers‘ general terms of business deviating from our own General Terms and Conditions of Purchase are herewith rejected. This ruling is also deemed to apply even if a supplier has made reference to that supplier’s terms in the course of correspondence.
2. Contractual declarations
2.1 The supplier undertakes to accept our purchase order within a deadline period of 2 weeks after receipt of the same.
2.2 We reserve rights of ownership and copyright on all documentation as for example calculations, drawings, etc. entrusted to the supplier in connection with the purchase order. The supplier undertakes not to disclose or make the said documentation accessible to third parties unless we give our express consent thereto to the supplier in writing. The said documentation is to be used solely for production purposes on the basis of our purchase order. All documents shall be returned without delay in the event of the supplier not having accepted our purchase order within the deadline stipulated under 2.1. Where our purchase order is accepted, the said documents shall be returned to us at the latest as soon as the order has been completed without our having to request their return.
2.3 All purchase orders, transactions and delivery call-offs as well as modifications, supplements or amendments are required to be made in writing.
3. Payments and terms of payment
3.1 All prices quoted in our purchase order are deemed to be binding. Where no specific arrangements have been made, the prices are understood to apply under the terms Delivered at Place of Designated Destination (DAP in accordance with Incoterms 2010) including packing. VAT is not included in the price.
3.2 An invoice shall be issued – separately from the consignment – in respect of each delivery or service and sent to the address stated in each individual case. All invoices shall satisfy the requirements stipulated in Section § 14, Paragraph 4 of the VAT Act UStG; all descriptions are required to comply with the designations stated in our purchase orders and must also state our order number in each case. The exact name or designation of the department/division placing the order shall be stated in the wording of the invoice along with the date of the order.
The supplier incurs liability for consequences arising due to non-compliance with these obligations unless furnishing proof of his not being responsible for such consequences.
3.3 Payment of the invoice shall be made by
bank transfer unless the merchandise supplied or service rendered gives rise to complaint.
The deadline period for payment of the invoice is deemed to commence as soon as the delivery or service has been officially accepted and the duly issued invoice has been received. Where the starting point of the said deadline period falls on a date between the 1st and 15th of a month, payment shall be effected on the 1st of the month following; if the starting point of the said deadline period falls on a date between 16th of a month up the last date of that month, payment shall be effected on the 16th of the month following, subject in each case to deduction of 5% discount. Payments made 120 days after the starting point of the said deadline period are deemed to be net.
In the event of the date of payment (16th or 1st) being a Friday or not falling on a bank working day, payment shall be made on the next bank working day respectively.
Invoices not complying with the requirements stipulated in Section § 14, Paragraph 4 of the VAT Act UStG or found to be incorrect, are not deemed to have fallen due and are returnable by us at any time. In the latter case, payment is not deemed to have fallen due until we have received the rectified invoice.
Where any delivery or service reveals faults, we shall be entitled to withhold payment without any forfeiture of rebate, discount or similar benefits in respect of payment until performance has been effected in due form. Further claims shall remain unaffected thereby.
Where deliveries are arranged to be made prematurely, the deadline period is deemed to commence running as from the delivery date in accordance with the order or the date on which the invoice is received, whichever date is later.
4. Period of delivery
4.1 The delivery date quoted in the purchase order is deemed to be binding. Any delivery made prior to the stipulated delivery date shall only be permitted after express consent has been given by us in writing.
Partial deliveries are not accepted unless express consent has been given by us prior to any such delivery being made. The name of the person who has given such authorisation is to be indicated on the delivery document.
4.2 The supplier undertakes to notify us in writing without delay of any circumstances arising or becoming known indicating that the stipulated delivery date cannot be adhered to. The day on which the merchandise arrives at the place of destination is deemed to be decisive with respect to adherence to the stipulated delivery date.
4.3 In the event of the supplier defaulting in delivery, we shall be entitled to assert lump-sum default damages amounting to 0.3% of the contractually stipulated price per day as from occurrence of such delay but not more than 15% of the price thus stipulated. The supplier shall be at liberty to furnish evidence proving that lower damage has been sustained. After unsuccessful expiration of a reasonable period of grace we shall be entitled to claim compensation in lieu of performance or to withdraw from the contract. Should we opt to claim compensation, the supplier shall be entitled to furnish proof to us of his not being responsible for breach of duty.
5.1 The merchandise will be inspected by us within a reasonable period for any deviations in quality or quantity. Notification of complaint is deemed to have been given in due time provided it has reached the supplier within a deadline of 7 working days calculated from receipt of the goods or – in the case of hidden defects – from the time such deviations are discovered.
5.2 In addition to meeting all stipulated requirements, the supplier warrants that the supplied merchandise conforms to the valid statutory and official provisions in respect of their sale and use. We shall have the right to exercise all statutory rights in respect of defect claims without exception. In all cases we shall be entitled, at our discretion, to demand removal of defects or the supply of a new and flawless product in each case. We expressly reserve the right to claim compensation, in particular the right to claim compensation in lieu of performance. Where risk of delay prevails or in cases of special urgency, we shall be entitled to rectify the defects ourselves at the supplier’s expense.
5.3 Claims for defects – irrespective of legal grounds – are deemed to become statute-barred 24 months following delivery. Longer statutory periods of limitation shall remain unaffected thereby.
6. Third-party rights
6.1 No proprietary rights of third parties shall be violated as a result of the product supplied or its use. We agree to report any claims asserted by third parties in that respect to the supplier. No such claims shall be recognised by us on our own behalf. To that extent we authorise the supplier to settle any such disputes with third parties directly, both in and out of court.
6.2 In the event of proprietary rights of third parties being violated, the supplier undertakes to bear all costs and expenses for warding off third-party claims asserted by such third parties against us for breach of proprietary rights. The supplier agrees to indemnify us against all claims arising from the use of such proprietary rights.
6.3 In the event of our use of the merchandise supplied being affected by existing proprietary rights, the supplier undertakes, at supplier’s own expense, either to acquire the necessary approvals or to modify or replace those parts thus affected in such a way that use of merchandise supplied does not violate any such third-party proprietary rights and that the said merchandise is nevertheless in conformity with the contractual terms and conditions.
7. Retention of title
7.1 In cases where we provide the supplier with parts, title or ownership of such parts is deemed to be retained by us. Any processing or transformation undertaken by the supplier is deemed to take place on our behalf. In the event of products subject to our retention of title being processed together with other items not belonging to us, co-ownership rights of that item thus newly generated shall be acquired by us in the ratio of the value of our property to the other objects thus processed at the time such processing takes place (purchase price plus VAT).
7.2 In the event of parts provided by us being inseparably comingled with other objects not belonging to us, co-ownership rights of that item thus newly generated shall be acquired by us in the ratio of the value of the property subject to our retention of title to the other objects thus comingled at the time such comingling takes place (purchase price plus VAT). If comingling takes place in such a way that the supplier’s item is to be regarded as the principal item, it is agreed that the supplier transfers to us the proportional co-ownership rights; the supplier is then deemed to be preserving sole ownership or co-ownership on our behalf.
7.3 We reserve the right of ownership to tools; the supplier undertakes to use such tools exclusively for the manufacture of products ordered by us. The supplier also undertakes to insure all tools belonging to us at full replacement value against damages caused by fire, water and theft. Moreover, the supplier shall be under obligation to perform any necessary servicing and inspection work on our tools along with all maintenance and repair work in due time and at supplier’s own expense. The supplier undertakes to notify us of any instances of malfunctioning immediately; culpable negligence in that respect on the part of the supplier in complying with this obligation will result in our claims for damages remaining unaffected thereby.
7.4 To the extent that collateral rights accorded to us under 7.1 and/or 7.2 exceed the purchase price of all unpaid items subject to retention of title by more than 10%, we shall be obliged to release such collateral at our discretion if so requested by the supplier.
8. Energy efficiency
8.1 The supplier’s attention is drawn to the fact that the Nolte Küchen Company GmbH & Co. KG has introduced an energy management system in accordance with DIN EN ISO 50001, moreover that aspects of energy efficiency and consumption constitute a decision-making criterion applied to energy-related products for the evaluation of tenders.
8.2 Should alternatives be available to the services and/or products offered by you revealing greater energy efficiency or economy, we would request you to extend your tender by quoting on such alternatives as options. Enhancement of energy efficiency is a strategic objective pursued by the Nolte Küchen Company GmbH & Co. KG to which due consideration is given when evaluating tenders.
9. Product liability
9.1 If responsible for product damage, the supplier undertakes to indemnify us against claims for damages asserted by third parties upon first request where the cause lies within that supplier’s sphere of control and organisation and the supplier incurs self-liability in relation to third parties.
9.2 Within the scope of this provision, the supplier is also under obligation to refund expenses, if any, arising from or in connection with any product recall alert implemented by us. We agree to notify the supplier of the content and scope of the product recall measures due to be implemented – as far as this is possible and can be reasonably expected – and to give the supplier the opportunity of responding accordingly. Other statutory rights shall remain unaffected thereby.
9.3 The supplier undertakes to maintain a product liability insurance policy to an amount of coverage of 10 million Euros per incidence of personal injury/damage to property – blanket coverage. Should we be entitled to further compensation claims, these shall remain unaffected. The supplier shall submit to us a copy of the valid insurance contract on request.
10. Prohibition of assignment
Without our prior consent given in writing, the supplier is prohibited from assigning his claims against us to third parties; such consent may only be denied on important grounds.
11. Subsequent delivery periods
The supplier undertakes to provide spare parts at reasonable prices for a period of at least 5 years following discontinuation of series delivery without any deterioration of quality being allowed to occur. We only agree to premature termination of subsequent deliveries if final stock coverage is economically justifiable and that demands are foreseeable.
12. Tools, moulds, samples, etc.
Without our prior consent given in writing tools, moulds, samples, models, profiles, drawings, test specifications, standard sheets, printed matter and gauges provided by us may neither be passed on to third parties nor used for any purposes other than those contractually stipulated, the same applying to objects manufactured on the basis thereof. They shall be protected against unauthorised access and use. Subject to the exercising of further rights, we shall be entitled to demand return of the said items in the event of the supplier violating these obligations or the business relationship pertaining to the relevant contractual product having been terminated.
13. Confidentiality/data protection
13.1 The supplier is under obligation to maintain strict secrecy in respect of all illustrations, drawings, calculations and other documents or data. Disclosure thereof to third parties may only proceed after express consent has been obtained from us. The secrecy obligation is also deemed to apply following conclusion of this contract; such secrecy obligation is only deemed to expire if and insofar as the production know-how contained in the illustrations, drawings, calculations and other documents or data has become general knowledge.
13.2 In accordance with Section § 33 of the Federal Data Protection Act we herewith point out that data accruing in connection with the business relationship are stored in files.
14. Supplier code of conduct
We maintain business relations only to enterprises prepared to subject themselves to the same ethical principles as those upheld by the Nolte Group. The supplier undertakes to adhere to the “Nolte Supplier Code of Conduct” and to fulfil all obligations arising from the said code.
Should the supplier fail to meet the said obligations and should we happen to lose customers on account of any such misconduct, the supplier undertakes to compensate us for damages arising therefrom.
15. Place of performance, legal venue and applicable law
15.1 The place of performance in respect of our payments is deemed to be our registered office.
15.2 The place of performance in respect of the supplier’s deliveries is deemed to be our registered office or the place to which the supplier is called upon to effect delivery in accordance with the contents of our purchase order.
The supplier shall bear all risk of delivery until the merchandise has been received by us or by our commissioned agent at the place of destination (DAP in accordance with Incoterms 2010).
15.3 Depending on the sum in dispute, the sole place of jurisdiction in respect of all disputes between the supplier and ourselves arising from or in connection with this contract is deemed to be our head office or, at our discretion, the supplier’s head office.
15.4 To the exclusion of the UN Sales Convention, the Law of the Federal Republic of Germany is deemed to apply to all legal relations between the supplier and ourselves arising from or in connection with our business relationship.