GTC Sale

GENERAL TERMS OF PURCHASE of GL GmbH Metall- und Werkstatttechnik with registered place of business in Frickenhausen

Revised: January 2025

Applicable to B2B transactions, transactions with legal entities under public law, and special funds under public law.

1. Scope of validity

1. Our terms of purchase apply exclusively - we will acknowledge any opposing or deviating terms or general terms and conditions of suppliers only to the extent that we have expressly agreed to them in writing. Any acceptance of goods or services from a supplier or payment for such does not imply our consent.

2. Purchase orders

2.1 Purchase orders, master agreements, acceptances, call-offs, supply contracts, and other legal transactions to be entered into between us and the supplier, as well as any changes or amendments to them, must be in writing.

2.2 Purchase orders must be confirmed within one week from their date of issue; otherwise, we shall no longer be bound by them.

2.3 Any deviations from the contents of our purchase orders or any later changes to contracts will only be deemed agreed upon after they were expressly confirmed in writing.

3. Correspondence, shipping documents, invoices, requests for payment

3.1 Any correspondence in connection with purchase orders will only be with the department that placed the order and only refers to the individual orders.

3.2 The Supplier must issue all delivery notes and invoices in duplicate.

3.3 Any correspondence related to purchase orders, all shipping documents, invoices, and requests for payment must include our purchase order number, the purchase order date, and the supplier number. In addition to this, the following must be included:

a) in all shipping documents: article description, article number, quantities, gross and net weights, and the type of packaging; partial and rest shipments must be identified as such;

b) in all invoices and requests for payment: article number and billing address. In addition, invoices must also indicate the status of the order, the delivery note number, marks or numbers on the goods or their packaging, quantities of the invoiced goods, and their gross and net weights. The description of the delivered goods in shipping documents and invoices must exactly correspond to the ones stated in the purchase orders. .

4. Delivery dates and periods

4.1 Agreed delivery periods and dates shall be binding. Relevant for meeting delivery dates or periods will be the receipt of the delivery and the receipt of the shipping documents and delivery notes at the place of destination specified in the purchase order. The supplier must immediately notify us in writing of any expected delays in delivery, stating the reasons and the expected duration of the delay.

4.2 In the case of a delay in delivery, we will be entitled to demand a penalty in the amount of 0.5% for each full week of delay, up to a maximum of 5% of the agreed total price. The supplier can present proof that the actual damage is lower than the penalty. We reserve the right to assert our claim to such a penalty until the final payment is made. Any further statutory rights will remain unaffected.

4.3 Early deliveries, deliveries outside our specified timeframes for goods receipt, and partial or excess deliveries will only be allowed with our consent. The supplier must reimburse us for any additional costs incurred through such deliveries.

5. Shipping, packaging, bearing of risk

5.1 Delivery notes must be attached to all shipments. Pallets or shipments must be sorted by purchase order. In addition, shipping notifications must be sent to the department that placed the order and to the logistics department at the specified destination.

5.2 Deliveries must be made in accordance with the Incoterm specified in the respective purchase orders. If we must bear the freight costs, the supplier must choose the mode of transport prescribed by us, or, otherwise, the mode of transport and delivery that is the most favourable for us.

5.3 Unless agreed otherwise in writing, the risk will pass to us as provided under the DDP Incoterm (place of destination as specified in the purchase order). The same applies if we, in exceptional cases, engage our own carriers. If acceptance is agreed upon or required under the law, the risk will pass to us upon successful acceptance.

5.4 Packaging must be included in the price. If, in exceptional cases, we agree otherwise, the packaging will be invoiced at cost price. When packaging is returned, at least two-thirds of the calculated value must be credited.

6. Prices, payment terms

6.1 The prices stated in a purchase order will be binding. The respective statutory value-added tax must also be stated.

6.2 We can only process invoices if they contain the information stated under no. 3 above. If such information is not provided, the supplier will be responsible for the consequences unless they can prove that it was not their fault.

6.3 Unless agreed otherwise in writing, we will pay the purchase price within 14 days with a cash discount of 3% or within 60 days net, in each case as of delivery or services completed in full and receipt of invoice; however, not before the agreed delivery date.

6.4 Payments will only be made to the supplier. Assignments of receivables to third parties are excluded.

7. Liability for defects, product liability, recourse in the event of faulty proof of origin

7.1 We are obligated to examine the delivered goods for any deviations in terms of quality and quantity and for any visible damage to the packaging or due to transport within a reasonable period of time. A notice of defects is considered timely if it is received by the supplier within a period of five business days from delivery or, in the case of latent defects, from their discovery. The supplier waives the defence of a late notification of defects. We will charge a flat rate of €200.00 for each complaint about defects, irrespective of any other costs incurred.

7.2 If individual samples in shipments are defective, we will be entitled to assert claims for material defects for the entire shipment.

7.3 Acceptance, processing, payment for and re-orders of goods cannot be construed as approval of their delivery or waiver of claims for defects.

7.4 Also after the expiration of warranty periods, suppliers of machines, vehicles or other items are required to supply us with original spare parts, original accessories and tools for up to 15 years after the end of their series production. In the event that the supplier discontinues serial production of delivery items, they must not increase the prices for spare parts, accessories or tools for this reason. We must not be referred to providers of customer service.

7.5 We are entitled to the statutory warranty claims without limitation; in any case, we have the right to demand, at our own discretion, the rectification of the defects or delivery of new items. Our entitlement to damages is expressly reserved.

7.6 In urgent cases and without prejudice to any other claims, we will be entitled to notify the supplier and remedy the defects ourselves at the supplier’s expense.

7.7 The limitation period for warranty claims is 36 months from the passing of risk.

7.8 In the case of incorrect supplier declarations, certificates of origin and similar proofs of origin, even if the supplier is not responsible for such, they will be liable for paying damages; this particularly applies to customs claims caused by this.

7.9 Insofar as the supplier is responsible for damage caused by a product, they must indemnify us from and against third-party damage claims on our first request insofar as the root cause is within the sphere of the supplier’s control and organization and where they are liable towards third parties.

7.10 The supplier will, in any case, bear the costs and expenses in proportion to their share of the cause or fault, including any costs of legal actions or recalls; this also applies to recognizable or imminent series defects. We will inform the supplier - to the extent possible and reasonable - about the matter and scope of any recalls and give them the opportunity to comment. Other statutory claims will remain unaffected.

7.11 The supplier undertakes to maintain product liability insurance with adequate coverage of a minimum of €10 million for each case of personal injury/property damage as well as recalls and to present us proof of such insurance coverage on our request.

8. Rights of third parties

8.1 The supplier guarantees that third-party rights will not be infringed by or in connection with their deliveries.

8.2 If we are held liable by a third party due to such an infringement of their rights, the supplier will be obligated to indemnify us against such claims on our first request. The supplier's indemnification obligation refers to all expenses incurred by us in connection with or resulting from third-party claims.

8.3 The limitation period for such claims will be ten years, beginning with the closing of the respective contract.

9. Reservation of acceptance and withdrawal

9.1 Strikes, lockouts, operational disruptions, operational restrictions, and similar events outside of our control that make it impossible or unreasonable for us to fulfil a contract will release us from our obligation to timely accept delivery as long as such events prevail.

9.2 If it cannot be foreseen when such events end, we shall reserve the right to withdraw from the contract

10. Retention of ownership

Insofar as retention of ownership of the delivered goods was agreed upon with the supplier, we will nonetheless be entitled to process and sell the goods in the ordinary course of business.

11. Ownership of supplied materials

11.1 All parts or materials supplied by us will remain our property. The supplier will store them separate from their own property. Our property must be marked or labelled as our property both physically and in the books.

11.2 Any processing or transformation by the supplier is done on our behalf. If goods for which we retain ownership are processed together with other items that are not owned by us, we will become co-owners of the new items in proportion to the value of our goods in the new items at the time of their processing; the same applies to a blending and mixing of the goods for which we retain ownership. If the mixing or blending is done in such a way that the items of the supplier are to be considered the main items, it shall be deemed agreed that the supplier transfers proportional ownership to us; the supplier will then protect our sole ownership or co-ownership free of charge.

11.3 We reserve ownership of tools/fixtures. The supplier is obligated to use the tools/fixtures exclusively for the production of the goods we ordered and to mark them as our property if this has not been done yet.

11.4 The supplier must insure all supplied parts or materials against loss or damage caused by fire, storm, hail, theft, burglary, fraud, earthquake, vandalism, environmental risks, and water pipe damage at replacement value and at their own expense.

12. Place of performance, place of jurisdiction, and governing law.

12.1 Unless provided otherwise in the purchase order, the place of performance for all deliveries and services will be our registered place of business.

12.2 Place of jurisdiction is the competent court for our registered place of business. However, we will be entitled to sue suppliers at their general place of jurisdiction.

12.3 The entire contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of law provisions and the CISG (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980) or any other conventions on laws governing contracts on the sale of goods.

12.4 In the event that individual provisions of these General Terms of Purchase or other contractual agreements are or become invalid, in full or in part, the validity of the remaining provisions shall not be affected.