Purchasing Conditions


Terms of Purchasing
of
HAZET-WERK Hermann Zerver GmbH & Co. KG, 03/2012

I. Principle for the order placement

  1. Our terms of purchasing, the valid current version of which can also be found under www.hazet.de, shall apply exclusively; contrary terms of the supplier or terms deviating from our terms of purchasing will not be acknowledged by us unless we consented to their application in writing.
  2. Our terms of purchasing shall also apply if we accept the delivery of the supplier without reservation while knowing of contrary terms of the supplier or terms of the supplier deviating from our terms of purchasing. By executing the order, the supplier acknowledges our terms of purchasing. We consider any change of our terms included in an order confirmation as rejection of our order. However, if the delivery/service is performed nevertheless, this shall be deemed as consent to our terms of purchasing in accordance with the provision above.
  3. Our terms of purchasing shall apply exclusively in the course of business with entrepreneurs within the meaning of § 14 BGB [German Civil Code], bodies corporate under public law or public separate estates.


II. Offer - offer documents

  1. No remuneration shall be paid for the elaboration of an offer. Deviations from our enquiries are to be expressly pointed out in the offer. An order shall be deemed as placed when such order has been placed in writing or when it has been confirmed in writing by us in the case of oral orders or orders by phone. Our orders are to be confirmed by the supplier immediately using the order copy.
  2. If we do not receive the acceptance of the order within 8 days, we shall reserve the right to withdraw the order at no charge.
  3. Until complete fulfilment by the supplier of its obligations, we may request changes of the order regarding design, workmanship or delivery period within the framework of what is reasonable. In this respect, the effects (e.g. additional or reduced cost, dates of delivery) are to be mutually agreed in reasonable manner.
  4. On principle, the supplier has to render the performance itself und may place subcontracts only after our previous written consent.
  5. If we request initial/outturn samples, the supplier may start the production of the delivery item only after availability of a corresponding written approval by us.
  6. If the supplier discontinues its payments, if cheques are returned or if the opening of insolvency proceedings regarding its assets is applied for, we may rescind the contract with regard to the unperformed portion without prejudice to other rights.


III. Prices, scope of delivery and/or services

  1. The agreed prices are fixed prices and are free place of receipt/plant stated by us including packaging, transport insurance and all other ancillary cost.
  2. If the order includes research, design, developments, drafts or similar services, the supplier shall be obliged to hand over all results, in particular design and production drawings as well documentations, user manuals etc. to us and to grant us all unrestricted rights of use regarding these results of its work free of charge. In case of software development, the scope of services shall in particular include the delivery of the software in source code and object code form and the documentation of the program development and application; this shall also apply to subsequent updates within the framework of the maintenance contract.
  3. We can only accept cardboard packaging with the recycling system “RESY”. Cardboard packaging without the required labelling will be returned at the cost and risk of the supplier.
  4. If reusable packaging is used, the supplier has to make available the packaging by way of lending; in this case, we shall be liable only for intention and gross negligence if damage occurs during the lending period. The return consignment takes place at the cost and risk of the supplier. If we agree to take over the packaging cost by way of exception, they are to be charged at cost price.


IV. Dates of delivery, contractual penalty and passing of the risk

  1. Agreed dates are the dates of receipt of the goods/dates for successful performance of the service and they are to be bindingly adhered to. This shall also apply to time-limits. Partial deliveries/performances shall be admissible only after our previous consent in writing.
  2. If the supplier is in default, we shall be entitled to claim lump-sum default damages amounting to 1% of the delivery value per completed week, but not more than 10%; further legal claims (rescission and damages in lieu of performance) shall remain reserved. The supplier shall be entitled to prove to us that no damage or a significantly lower damage was caused as consequence of the default. The reservation of the contractual penalty pursuant to § 341 para. 3 BGB may be asserted by us until the final payment under the underlying contractual relationship and until the end of the delivery year in case of framework or permanent contracts, however at least within 14 days after acceptance of the performance.
  3. If, prior to or after maturity, there are doubts regarding the ability or willingness of the supplier to render performance at fault of the supplier, in particular because the supplier announces that it cannot or does not want to perform on time, and if we have an urgent interest in the clarification, we may fix a period for the supplier prior to and/or after maturity for the purpose of clarification and for furnishing evidence of the supplier’s ability or willingness to perform, if applicable. After futile expiry of such period, we may rescind the contract in accordance with § 323 BGB and/or claim damages or damages in lieu of performance in accordance with § 280, 281 BGB. Further claims shall remain unaffected.
  4. In case of purchase contracts, the risk shall pass to us only upon handover to the recipient plant stated by us in the order; in case of contracts for work and services, the risk shall pass only after unrestricted acceptance of the work.


V. Disturbances and defects

  1. If events beyond our control occur (e.g. strikes and lockouts, operational breakdowns and delays by suppliers as well as all cases of force majeure), we shall be exempted from the acceptance obligation for the duration and the scope of the events if we are not able to avert the disturbance with reasonable means. We undertake to communicate such circumstances to the supplier. If such obstacles exist for a longer period of time and if the economic importance of the contract changes so that the abiding by the contract would be unreasonable, each party shall be entitled to rescind the contract if an adjustment by mutual agreement is not possible.
  2. The supplier is obliged to comply with the accepted rules of technology, existing safety regulations and the agreed technical data, dimensions, weights and other characteristics for its services and deliveries. Productions based on our drawings or other samples approved by us must meet the specifications. To the extent that the order does not stipulate further requirements, services and deliveries are to be performed in particular in the quality customary in the trade and in compliance with DIN, VDE VID or equivalent national or EU standards if there are such standards. They are to be performed in such manner that they correspond to the legal provisions at the recipient plants for services/deliveries stated by us regarding technical work equipment, accident prevention, workplace protection, dangerous materials, emission protection, water protection and waste law.
  3. The supplier has to examine our plans, drawings and other information regarding the execution of the service or parts provided by us for completeness, correctness and suitability for the intended purpose. If there are concerns insofar, the supplier has to inform us immediately in writing. If the supplier fails to do so, the supplier shall have obligations under warranty also insofar.
  4. The period for examining and notifying defects pursuant to § 377 HGB [German Commercial Code] amounts to 2 weeks after delivery to the recipient plant, pursuant to number IV, 4 above. The period for notifying defects in case of examination of non-recognisable defects shall amount to two weeks after discovery of the defect. If a longer notification period is reasonable in the individual case, such longer period shall apply.
  5. In case of delivery of larger quantities or amounts, the examination of random samples shall be sufficient for the proper examination. If the examination of random samples shows that more than 5% of the random samples are defective, we shall be entitled at our option either to control the entire delivery at the expense of the supplier or to assert our rights due to defects for the entire delivery. Further rights existing in our favour shall remain unaffected.
  6. We shall be entitled to the legal claims based on defects without reductions; in any case, we shall be entitled to demand from the supplier the removal of the defects or the delivery of a new item at our option. The right for damages, in particular damages in lieu of performance, shall remain expressly reserved.
  7. Returns of rejected goods shall take place at the expense of the supplier. A substitute delivery always has to take place free from transportation charges.
  8. Our claims based on defects shall become time-barred within three years, calculated from the delivery to the recipient plant.
  9. A suspension of the limitation of actions due to ongoing negotiations pursuant to § 203 sentence 1 BGB shall require that we have asserted the claims alleged by us towards the supplier in writing.


VI. Payment - assignment

  1. Invoices may by no means be attached to the consignment but are to be sent to our headquarters in Remscheid separately, stating all ordering data unless a credit memo procedure has been agreed. The invoices must include references and numbers of the packages, boxes, crates etc., quantities of the items listed by type separately and gross and net weights.
  2. The payment shall take place on principle only after the contractual receipt of the goods and receipt by us of the proper and verifiable invoice as well the completed incoming goods inspection; the payment period shall be extended if the delivery results in complaints and thus delays of the incoming goods inspection. Even after such time, we shall be entitled to deduct cash discount pursuant to number 3 below for the amount retained.
  3. Terms of payment unless agreed otherwise:
    on the 25th day of the month following the delivery ./. 3% cash discount, within 65 days without deduction
  4. Down-payments and instalments shall require a separate written agreement and are to be secured by the supplier by means of unlimited absolute bank guarantees in advance. The guarantee must be subject to German law and state Remscheid as exclusive place of jurisdiction. In all other respect, the legal regulation of § 239 BGB shall apply.
  5. All rights and duties under orders based on our terms of purchasing must not be assigned or transferred by the supplier without our previous written consent, with exception of monetary claims.


VII. Product liability

  1. The supplier accepts the obligation to control the items and vendor parts supplied by it for production flaws in detail and with regard to the intended use.
  2. To the extent that the supplier is responsible for a damage to the product due to design or production errors and/or due to a violation of its duty to control, the supplier shall be obliged to indemnify us from claims for damages of third parties insofar upon first request. The same shall apply to cases where the delivery and/or the conduct of the supplier was the cause of the damage.
  3. Within the framework of its liability for damage cases within the meaning of number 2 above, the supplier shall also be obliged to reimburse possible expenses pursuant to §§ 683, 670 BGB as well as pursuant to §§ 830, 840, 426 BGB which result from or in connection with a recall campaign carried out by us. As far as possible and reasonable, we shall inform the supplier about the content and scope of the recall campaign to be carried out and give the supplier the possibility to comment. Other legal claims shall remain unaffected.
  4. In case of claims asserted against us by third parties under the product liability law, the supplier shall provide any and all information required in connection with the above-mentioned product liability case.


VIII. Property rights of third parties

  1. The supplier shall be liable that no patents or other property rights of third parties in Germany or abroad are infringed by its delivery and its exploitation. We supply worldwide. The supplier shall not be liable if the goods delivered were manufactured by the supplier based on drawings, models or other equivalent descriptions or instructions handed over by us and if the supplier cannot know with regard to the products manufactured by it that property rights of third parties are infringed.
  2. The duty to pay damages shall relate to all expenses necessarily incurred by us due to or in connection with the claims asserted by a third party.


IX. Provision of material

  1. Materials/parts provided shall remain our property and are to be stored separately by the supplier and only to be used for our orders. The amount provided is to be examined immediately and differences are to be communicated to us immediately. Differences determined subsequently shall not be accepted.
  2. If parts are sent directly to the supplier by a third party, the supplier has to carry out the incoming inspection and the quality control on our behalf. The supplier has to notify the vendor immediately of the complaints in accordance with the periods for notifying defects pursuant to § 377 HGB and to inform us thereof in writing.
  3. Processing or transformation by the supplier shall be carried out on our behalf. If the object provided is processed with other items not belonging to us, we shall acquire the co-ownership in the new object in the proportion of the value of our object to the other processed items at the time of the processing.
  4. If the object provided by us is combined with other items not belonging to us, we shall acquire the co-ownership in the new object in the proportion of the value of the object provided by us to the other combined items at the time of the combination. If the combination takes place in such manner that the object of the supplier is to be considered as main object, it shall be deemed as agreed that the supplier transfers the proportionate co-ownership to us. The supplier shall keep the co-ownership in custody for us. The above regulations shall apply correspondingly if the supplier mixes or blends the object provided by us with other objects.
  5. The parts made available by or for us must not be sold to third parties, pledged or otherwise passed on or used in any way whatsoever for third parties without our written consent.
  6. The supplier shall insure the object with regard to which we are entitled to the sole or co-ownership, including the new object created by the processing, against damage to property, loss etc.
  7. The supplier has to facilitate an examination of the parts processed or to be processed by us and/or authorities at any time during the usual business hours.


X. Manufacturing equipment

  1. Manufacturing equipment such as models, samples, dies, tools, gauges, drawings, standard sheets and the like which were provided to us by the supplier or which were made by the supplier based on our information shall be our property and shall be clearly labelled as such. The above-mentioned manufacturing equipment must not be sold, pledged or passed on to third parties in any way whatsoever and must not be used for third parties without our consent. The same shall apply to the items manufactured with the help of such manufacturing equipment; such items may only be delivered to us, unless we agreed to another use in writing. The supplier undertakes to insure the items owned by us against damage to property, loss etc. Sub-suppliers are to be obliged correspondingly.
  2. After processing our orders and/or after fulfilling a contract where we make available the manufacturing equipment to the supplier or where the manufacturing equipment has been produced for our account, such manufacturing equipment is to be returned to us without special request.
  3. Items which we developed or developed further in cooperation with the supplier may be supplied only to us.
  4. The supplier shall grant us all rights of use regarding the results of its work with the manufacturing equipment provided by us free of charge.


XI. Company names and trademarks

  1. Our company names as well as trademarks and part numbers are to be attached to the goods ordered by us if this is specified by our drawing or if we give an instruction to do so.
  2. The items marked in such manner may be delivered only to us, unless otherwise agreed.
  3. Any returned or rejected goods or goods marked with our company names and trademarks are to be made unusable using a procedure previously agreed with us and proof is to be furnished that such procedure was carried out.


XII. Secrecy/advertising

  1. The supplier is obliged to treat as trade secret all commercial and technical details which are not obvious and of which the supplier learns during the business relationship and not to exploit them itself. This obligation shall continue also after termination of the contractual relationship.
  2. The supplier may use the business relationship with our company for advertising purposes only after our previous written consent. This shall apply regardless of whether the advertising expressly refers to us or only the subject-matter of the contract, i.e. to the advertising with our products and trademark, the exhibition of our products and also the use of our products and our name in sales documents such as brochures, leaflets, catalogues and the like.


XIII. Final provisions

  1. Extended and prolonged reservation of ownership of the supplier shall be excluded.
  2. Place of performance and exclusive place of jurisdiction for all contractual and non-contractual disputes shall be our place of business. Such jurisdiction shall in particular also exclude any jurisdiction legally provided for due to personal or subject-matter jurisdiction. The supplier shall also not be entitled to bring a counterclaim, an action for offsetting or retention against us before any court other than the exclusively competent court. However, we shall be entitled in the individual case also to bring action at the place of business of the supplier or another court having jurisdiction due to German or foreign law.
  3. The legal relationship between us and the supplier shall exclusively be governed by the laws of the Federal Republic of Germany, excluding the respective domestic international conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
 
HAZET-WERK - Hermann Zerver GmbH & Co. KG

Postal address
P.O. Box 10 04 61
D-42804 Remscheid

Visitor’s address:
Güldenwerther Bahnhofstraße 25 - 29
D-42857 Remscheid

Telephone +49 (0) 21 91 / 7 92-0
Telefax +49 (0) 21 91 / 7 92-375
E-Mail: info@hazet.de

Wuppertal · Commercial Register HRA 17574
General Partner: Zerver Verwaltungsges. mbH
Wuppertal Commercial Register HRB 11054
Managing Partners: Matthias. J. Hoffmann, Guido Schmidt
Value added tax identification number DE 120803534



SHORT URL: http://www.hazet.de/web/316