Terms and Conditions of Purchasing of Jumag Dampferzeuger GmbH
Applicable in business transactions with entrepreneurs, legal entities under public law and special funds under public law.
Our Terms and Conditions of Purchasing shall apply exclusively; we shall only recognize general terms and conditions of business of the Supplier that conflict with or deviate from our Terms and Conditions of Purchasing to the extent that we have expressly agreed to them in writing. The acceptance of goods or services from the Supplier (hereinafter: subject matter of the contract) or their payment does not imply consent.
2. CONCLUSION OF THE CONTRACT AND AMENDMENTS TO THE CONTRACT
2.1 Orders, contracts and delivery schedules as well as their amendments and supplements must be in writing.
2.2 Verbal agreements of any kind – including subsequent amendments and supplements to our Terms and Conditions of Purchasing – shall only be valid if confirmed by us in writing.
2.3 The written form is also fulfilled by remote data transmission or fax.
2.4 Cost estimates shall be binding and shall not be remunerated unless expressly agreed otherwise.
2.5 If the Supplier does not accept the order within two weeks of receipt, we shall be entitled to cancel the order.
2.6 Delivery schedules within the framework of an order and call-off planning shall become binding if the Supplier does not object within two working days of receipt.
3.1 Deviations from our contracts and orders are only permitted with our prior written consent.
3.2 Agreed dates and deadlines are binding. The receipt of goods by us shall be decisive for compliance with the delivery date or the delivery period. If delivery "free works" (DAP or DDP in accordance with Inco-terms 2010) has not been agreed, the Supplier shall make the goods available in good time, taking into account the time for loading and dispatch to be agreed with the forwarding agent.
3.3 If the Supplier has assumed responsibility for installation or assembly and unless otherwise agreed, the Supplier shall bear all necessary ancillary costs, such as travel expenses, provision of tools and allowances, subject to deviating provisions.
3.4 If agreed deadlines are not met, the statutory provisions shall apply. If the supplier foresees difficulties with regard to production, the supply of input materials, compliance with the delivery date or similar circumstances which could prevent them from delivering on time or in the agreed quantity, the Supplier shall immediately notify our ordering department.
3.5 The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service; this shall apply until full payment of the remuneration owed by us for the delivery or service concerned.
3.6 Partial deliveries are generally not permitted unless we have expressly agreed to them or they are reasonable for us.
3.7 Unless proven otherwise, the values determined by us during the incoming goods inspection shall be decisive for quantities, weights and dimensions.
3.8 We shall have the right to use software that is part of the scope of delivery of the product, including its documentation, to the extent permitted by law (§§ 69a ff. UrhG).
3.9 We shall also have the right to use such software, including documentation, with the agreed performance features and to the extent required for use of the product in accordance with the contract. We may also make a backup copy without express agreement.
4. FORCE MAJEURE
4.1 Force majeure, operational disruptions for which we are not responsible, unrest, official measures and other unavoidable events shall release us from the obligation to accept the goods in good time for the duration of their occurrence. During such events and within two weeks after their end we shall be entitled – without prejudice to our other rights – to withdraw from the contract in whole or in part insofar as these events are not of insignificant duration and our requirements are considerably reduced due to the need to procure the goods elsewhere as a result.
4.2 The provisions of section 4.1 shall also apply in the event of labour disputes.
5. SHIPPING NOTICE AND INVOICE
The information in our orders and delivery schedules shall apply. One copy of the invoice is to be sent to the address printed in each case, stating the invoice number and other allocation features; it must not be attached to the shipments.
6. PRICING AND TRANSFER OF RISK
If no special agreement has been made, the prices are to be understood as delivered to the named place (DAP according to Incoterms 2010) including packaging. Sales tax is not included. The Supplier shall bear the material risk until acceptance of the goods by us or our agent at the place to which the goods are to be delivered in accordance with the order.
7. TERMS OF PAYMENT
Unless a special agreement has been made, the invoice shall be paid either within 20 days with a 3% discount or within 30 days without discount from the due date of the payment claim and receipt of both the invoice and the goods or performance of the service. Payment is subject to audit.
8. CLAIMS FOR DEFECTS AND RECOURSE
8.1 Acceptance shall be subject to an inspection for freedom from defects, in particular also for correctness and completeness, insofar as and as soon as this is feasible in the ordinary course of business. Defects shall be reported by us immediately upon discovery. In this respect, the Supplier waives the objection of delayed notification of defects.
8.2 The statutory provisions on material defects and defects of title shall apply unless otherwise provided below.
8.3 As a matter of principle, we shall have the right to choose the type of supplementary performance. The Supplier may refuse the type of supplementary performance selected by us if it is only possible with disproportionate costs.
8.4 If the Supplier does not start to remedy the defect immediately after our request to do so, we shall be entitled in urgent cases, in particular to avert acute dangers or avoid major damage, to remedy the defect ourselves or have it remedied by a third party at the Supplier's expense.
8.5 In the event of defects of title, the Supplier shall also indemnify us against existing claims of third parties, unless they are not responsible for the defect of title.
8.6 Claims for defects expire after 3 years – except in cases of fraudulent intent – unless the item has been used for a building in accordance with its normal use and has caused its defectiveness. The limitation period begins with the delivery of the subject matter of the contract (transfer of risk).
8.7 If the Supplier fulfills their obligation of supplementary performance by means of a replacement delivery, the limitation period shall start anew for the goods delivered as replacement after their delivery, unless the Supplier has expressly and appropriately reserved the right at the time of supplementary performance to make the replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship.
8.8 If we incur costs as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labour, installation, dismantling and material costs or costs for an incoming goods inspection exceeding the usual scope, the Supplier shall bear these costs.
9. PRODUCT LIABILITY
9.1 In the event that claims are asserted against us on the basis of product liability, the Supplier shall be obliged to indemnify us against such claims if and to the extent that the damage was caused by a defect in the subject matter of the contract delivered by the Supplier. In cases of fault-based liability, however, this shall only apply if the Supplier is at fault. If the cause of the damage lies within the Supplier's sphere of responsibility, they must prove that they are not at fault.
9.2 In the cases set forth in section 9.1, the Supplier shall bear all costs and expenses, including the costs of any legal action.
9.3 In all other respects, the statutory provisions shall apply.
9.4 Prior to a recall action which is wholly or partly the result of a defect in the subject matter of the contract delivered by the Supplier, we shall inform the Supplier, give them the opportunity to cooperate and exchange views with them on an efficient implementation, unless the information or participation of the Supplier is not possible due to special urgency. Insofar as a recall action is the result of a defect in the subject matter of the contract delivered by the Supplier, the Supplier shall bear the costs of the recall action.
10. RIGHTS OF WITHDRAWAL AND TERMINATION
10.1 In addition to the statutory rights of rescission, we shall be entitled to rescind or terminate the contract with immediate effect if the Supplier has ceased supplying its customers, if a material deterioration in the Supplier's financial circumstances occurs or threatens to occur and the fulfilment of a delivery obligation to us is jeopardised as a result, if the Supplier becomes insolvent or over-indebted or if the Supplier ceases making payments.
10.2 We shall be entitled to rescind or terminate the contract if the Supplier files for the opening of insolvency proceedings or comparable proceedings for the settlement of debts with respect to its assets.
10.3 If the Supplier has provided partial performance, we shall only be entitled to withdraw from the entire contract if we have no interest in the partial performance.
10.4 If we withdraw from or terminate the contract on the basis of the above contractual rights of withdrawal or termination, the Supplier shall compensate us for any damages incurred by us as a result, unless the Supplier is not responsible for the occurrence of the rights of withdrawal or termination.
10.5 Statutory rights and claims shall not be affected by the regulations contained in this section 10.
11. EXECUTION OF WORKS
Persons performing work on the system premises in fulfilment of the contract shall observe the provisions of the respective system regulations. Liability for accidents that happen to these persons on the system premises is excluded, unless caused by intentional or grossly negligent breach of duty by our legal representatives or vicarious agents.
Materials, parts, containers and special packaging provided by us shall remain our property. These may only be used as intended. The processing of fabrics and the assembly of parts are done for us. It is agreed that we are co-owners of the products manufactured using our materials and parts in the ratio of the value of the materials provided to the value of the total product, and that the Supplier shall keep them safe
for us in this respect.
13. DOCUMENTS AND CONFIDENTIALITY
13.1 All business or technical information made available by us (including features to be taken from objects, documents or software handed over, and other knowledge or experience) shall be kept secret from third parties as long as and to the extent that they are not demonstrably public knowledge and may only be made available in the Supplier's own business to such persons who must necessarily be involved in their use for the purpose of the delivery to us and who are also obliged to maintain secrecy; they shall remain our exclusive property. Such information may not be reproduced or used commercially without our prior written consent, except for deliveries to us. At our request, all information originating from us (including any copies or records made, if applicable) and items provided on loan must be returned to us immediately and in full or destroyed. We reserve all rights to such information (including copyrights and the right to apply for industrial property rights, such as patents, utility models, semiconductor protection, etc.). Insofar as these have been made accessible to us by third parties, this reservation of rights shall also apply in favour of these third parties.
13.2 Products manufactured according to documents designed by us, such as drawings, models and the like, or according to our confidential information or with our tools or copied tools may neither be used by the Supplier nor offered or delivered to third parties. This also applies analogously to our print orders.
14. EXPORT CONTROL AND CUSTOMS
The Supplier is obligated to inform us in their business documents of any licensing requirements for (re-)exports of their goods in accordance with German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of their goods. For this purpose, the Supplier shall provide the following information at least in their offers, order confirmations and invoices of the relevant goods items:
– the export list number according to Annex AL of the German Foreign Trade and Payments Regulation or
comparable list items of relevant export lists,
– for US goods, the ECCN (Export Control Classification Number) according to US Export Administration Regulations (EAR),
– the commercial origin of goods and the components of the goods, including technology and software,
– whether the goods were transported through the U.S., manufactured or stored in the U.S., or manufactured using U.S. technology,
– the statistical goods number (HS code) of the goods and
– a contact person in their company for clarification of any queries from us.
At our request, the Supplier is obliged to provide us with all further foreign trade data relating to the goods and their components in writing and to inform us in writing without delay (before delivery of corresponding goods affected by this) of all changes to the above data.
15.1 The Supplier undertakes to comply with the respective statutory regulations on the treatment of employees, environmental protection and occupational safety and to work to reduce adverse effects on people and the environment in their activities. For this purpose, the Supplier shall establish and further develop a management system according to ISO 14001 within the scope of their possibilities. Furthermore, the Supplier will observe the principles of the UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in hiring and employment, environmental responsibility and the prevention of corruption. Further information on the UN Global Compact Initiative is available at www.unglobalcompact.org.
15.2 In the event that a Supplier repeatedly and/or despite a corresponding notice behaves in a manner contrary to the law and does not prove that the violation of the law has been remedied as far as possible and that reasonable precautions have been taken to avoid violations of the law in the future, we reserve the right to withdraw from existing contracts or to terminate them without notice.
16. PLACE OF PERFORMANCE
The place of performance shall be the place to which the goods are to be delivered according to the order or at which the service is to be rendered.
17. GENERAL REGULATIONS
17.1 Should any provision of these Terms and Conditions and of the further agreements made be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall be obliged to replace the invalid provision with a provision that comes as close as possible to the invalid provision in terms of economic success.
17.2 The contractual relationships shall be governed exclusively by German law, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
17.3 The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Purchase shall be Stuttgart. The Stuttgart Local Court (70190 Stuttgart) is responsible for proceedings before the local courts. We are further entitled to sue the Supplier at our discretion at the court of its registered office or branch office or at the court of the place of performance.
Subject to change without notice / as of: July 2021