» Address
  » Send message
  » Imprint
  » General Terms - Delivery
  » General Terms - Purchase
  » Download General Terms



General Terms and Conditions

General Terms of Purchase

1. General/Scope

These Terms of Purchase shall apply to all business dealings with suppliers or other contractors (hereinafter generally known as “Suppliers”), even if they may not be mentioned in any later order. They shall also apply if such Supplier, in particular at the time of the acceptance of any ordered delivery, or in the context of the confirmation of any order, shall make any claim with reference to his own terms and conditions, unless such conditions shall have expressly been agreed to.

2. Order

An order shall be regarded as having been submitted only if it shall have been submitted in writing by us, and confirmed by the Supplier in writing within a period of two days thereafter. Orders placed verbally or by telephone shall only be binding upon us if we confirm them by sending an additional written order. Business mail data sent via data processing equipment and printed out shall be legally binding, even with no signature.
Drawings, including tolerance details, which we may from time to time send, shall be binding. By accepting the order, the Supplier shall acknowledge that he shall have ascertained the manner, realization and extent of the service to be rendered by perusal of the plans presented. In case of any obvious error, mistaken written statement or miscalculation in any such document, drawing or plan presented by us, no liability shall accrue to us. The Supplier shall advise us of any such error so that we may correct our order and renew it. The same shall also apply to any faulty document or drawing.
Any deviation in quantity and/or quality as compared with the text and contents of our delivery and later contract modification shall only be considered as agreed upon if we shall have expressly notified our suppliers in writing of such change.
Any drawing, tool, pattern, model, device or similar item, or any finished product or semi-finished product which we may surrender or cause to be surrendered shall remain our property and may be passed on to a third party only with our express written permission, and no such item may be used for the products of any other customer. In any particular case, all such drawings, tools, patterns, models, devices, finished and semi-finished products, basic materials, DXF, DWG, etc., shall immediately be returned to us on special written demand, unless there be any agreement to the contrary.
The Supplier shall be liable for any decrease in value or loss, even if not incurred through fault. All objects produced with material provided shall be our property in their respective state of production. The Supplier shall safeguard such objects for us, the purchase price having been calculated so as to include the costs for such safekeeping.

3. Delivery Dates

The agreed-upon delivery times and schedules shall be binding, and shall commence as of the date of the order. The product shall be delivered to the point of reception which we indicate, within the delivery period, or by the delivery date stated. If any delay is to be expected, the Supplier shall inform us of such fact immediately and obtain our decision on the maintenance of such order.
If any Supplier shall be in delay, we shall be justified, after having sent a reminder, to demand a penalty for breach of contract of 0.5% of the net order value per week or portion thereof, which penalty shall however in no case exceed 5% of the net value of such order, and/or to withdraw from such Contract. Any such forfeited penalty for breach of contract shall be credited to any claim for compensation for damages. The supplier shall have the burden of proving to us that no damage shall have been incurred, or that such damage shall have been of a considerably lesser degree.
We shall be under no obligation to accept any delivery prior to the stated date of said delivery. The same shall apply with regard to any partial or multiple delivery not specifically agreed upon. In any such case, we shall be justified in returning any such delivery to the Supplier, or to store the same at the facility of a third party, at the expense of the Supplier.

4. Delivery/Packing

The delivery shall be made free of charge at the expense of the supplier to the point of reception specified by us. If we shall, in some exceptional case, bear such expense ourselves, the supplier shall use the mode transport stipulated by us, or otherwise shall select the mode of transportation and delivery most favorable to us.
We shall assume the risk for such delivery only as of acceptance at our point of reception.
Any packaging shall be included in the price. In any exceptional case in which some other stipulation shall apply, the packing shall be charged at cost. The supplier shall use the packaging specified by us, and shall take care that such packaging protect the delivered product from damage. In case of any return, at least two thirds of the charged value shall be credited.

5. Documentation

OrgaPlan shall provide delivery forms and packing slips, and the supplier shall request the same from us prior to delivery.
In cases of freight shipments, a notification of shipment shall be sent to OrgaPlan at least two days prior to dispatch of such shipment.

6. Prices

The prices agreed upon shall be fixed prices, provided that no other stipulation has been agreed to, and that the supplier shall not have generally reduced his requisite prices.
The supplier shall not grant us any less favorable price or terms than those granted other purchasers.

7. Invoice/Payment

Invoices shall be separately assigned for each order, in duplicate. Payment shall be made only upon the complete receipt of the goods in question, free of defects, or the complete rendering of service free of defects, and upon receipt of the invoice. This shall apply correspondingly to partial deliveries. Any time delay which may arise due to any false or incomplete invoices shall diminish the cash discount period.
Any legally stipulated value-added tax shall be included in the price. We shall pay the purchase price net within thirty days of receipt of the invoice, provided no other stipulation shall have been agreed upon in writing.
Any claim of the Supplier upon us may be transferred to a third party only with our express written consent. Payments shall be made only to the Supplier. Our consent is regarded as granted in any case of assignment in advance to suppliers of goods in the context of any reservation-of-title agreement.

8. Guarantee/Claims

The Supplier shall assume the liability that the product, including presentation and description, correspond to our specifications. Our order shall be duly and properly carried out according to the respective state of the art and the legal stipulations (e.g. regarding workplace safety and environmental protection). In case of delivery of faulty goods, the Supplier shall be given the opportunity to repair the same, or provide substitute delivery. If the Supplier shall not provide such remedy, nor immediately comply with a demand to that effect within the stated period, we shall be justified in returning said product to the Supplier at his risk, and in acquiring substitute goods elsewhere. In urgent cases, we shall be justified, after notification of the Supplier, in carrying out such remedy ourselves, or having it carried out by a third party, whereby the Supplier shall bear the costs thus incurred.
The guarantee for any product manufactured by the supplier or for any service carried out by him, shall terminate twenty-four months after delivery and acceptance.
Any customer’s complaints under §§ 377, 378 of the German Commercial Code shall be considered as having been lodged on time if they shall have been lodged with the Supplier, in the case of any evident defect, within three weeks after installation or processing of such goods, and in the case of hidden defects, within three weeks after discovery. Inasmuch as no other provision shall have been made herein, the legal guarantee stipulations shall apply.

9. Producer’s Liability

The Supplier shall exempt us from producer’s liability for any defect in the product which shall originate from causes for which he shall be at fault, to the extent that he himself would have been liable for such defect.

10. Protective Rights

The supplier shall be liable for ensuring that any delivery of his, or any service rendered by him, and the use of same by us, shall not infringe upon any patent or other protective right of any third party. He shall exempt us and our buyers from any claim resulting from such use of such protective rights. This shall not apply inasmuch as the Supplier shall have produced such product as per any model, drawing or equivalent description provided by us, and shall not know, or in the context of such product produced by him cannot know, that such protective rights shall have thereby been infringed upon.
No drawing, bill of materials, description, photo, movie, company name or logo may be used for external purposes without written consent.
The Contractor shall refrain for the duration of two years after termination of the business relationship from entering into competition with the ordering party in any European country.

11. Acts of God

Acts of God shall include any war, civil war, export limitation or trade restriction due to a change in political conditions, strike, lockout, disturbance of business operations, restrictions of business operations, or similar event which make the implementation of any contract by us impossible or unreasonable, and shall exempt us for the duration of its continuance from the obligation to comply with timely fulfillment.
The contracting parties shall inform one another of such circumstances and shall in good faith adapt their obligations to the changed conditions.

12. Trade Secrets

The supplier shall treat our orders and all business and technical facts connected therewith as trade secrets.

General Stipulations

If any stipulation herein should be or should become invalid, the remaining stipulations shall remain valid.
German law shall apply to all business relationships between us and the Supplier, including the laws regarding the international purchase of movable goods, even if the Supplier shall have his corporate offices abroad. The place of fulfillment for delivery and rendering of service shall be the point of reception. The place of fulfillment for our payments shall be our offices. Inasmuch as the Supplier is a registered merchant, the place of jurisdiction shall be our corporate offices. We shall however also be authorized to sue the Supplier at the place of his residence or corporate offices.
We hereby inform our Suppliers that we process and pass on his personal data with the aid of electronic data processing equipment exclusively for business purposes and in accordance with the German Federal Data Protection Law.

As of March 21, 2007


OrgaPlan GmbH · Enschederstr. 16a · 48599 Gronau
Phone: +49 (0) 25 62 . 93 74 - 0 · Fax: +49 (0) 25 62 / 93 74 - 45 · E-Mail: info [ aet ] orgaplan [ minus ] gronau [ dot ] de
© 2007 OrgaPlan GmbH, Gronau, Germany

 German   English 
 Start   About us   Our Services   Partners   Imprint