Purchasing conditions
General Terms and Conditions of Purchase of Otmar Noe GmbH (as of June 2020)
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1. Scope
These Terms and Conditions of Purchase apply to all legal relationships between Otmar Noe GmbH (hereinafter referred to as the “Client”) and its suppliers and service providers (hereinafter referred to as the “Contractor”). Any terms and conditions of the Contractor that are not expressly accepted in writing by the Client shall not be valid. Neither the silence of the Client nor the execution of the order shall be deemed acceptance.
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2. Written form for contract conclusion and contract amendments
2.1 The respective offers of the contractor are binding and free of charge. All contracts, orders, delivery call-offs, any amendments, subsidiary agreements, and other communications shall be confirmed in writing by the contracting parties (hereinafter referred to as “client and contractor”) without delay.
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2.2 All orders placed by the client shall be confirmed in writing by the contractor within three (3) working days, stating all order details.
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3. Prices and terms of paymen
3.1 The agreed prices are fixed prices in euros [€].
3.2 Unless otherwise agreed, payment shall be made after 10 days with a 2% discount or after 30 days net. The period begins upon receipt of the agreed service and receipt of a proper and verifiable invoice. In the event of incorrect delivery or delay in delivery, the client is entitled to withhold payment until proper performance. Invoices can be sent to rechnung@noegmbh.de.
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3.3 If partial deliveries or deliveries are accepted before the agreed delivery date, the payment terms shall apply as if delivery had been made on the agreed date.
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4. Delivery conditions, packaging, and factory test certificate
4.1 Unless otherwise agreed, the contractor shall deliver “free domicile including packaging” to the place of receipt specified by the client. The risk shall pass to the client when the contractor has brought the goods into our warehouse.
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4.2 The packaging costs shall be borne by the contractor.
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4.3 If the client requests a factory test certificate (e.g., 3.1), this must be sent by the contractor to waz@noegmbh.de before or at the latest upon delivery of the goods. The costs of the certificate shall be borne by the contractor.
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5. Delivery dates and delays in delivery
5.1 The agreed delivery dates are binding for the contractor.
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5.2 The client is not obliged to accept early delivery.
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5.3 The client is not obliged to accept partial deliveries.
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5.4 If the contractor can foresee that the goods cannot be delivered within the delivery period, the contractor shall inform us immediately in writing, stating the reasons for this and the expected delivery date. Our claims due to delay in delivery by the contractor remain unaffected by this.
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6. Confidentiality and obligation to return
6.1 Each contracting party shall use all documents and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them confidential from third parties with the same care as its own documents and knowledge.
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6.2 This obligation shall commence upon initial receipt of the documents or knowledge and shall only end five (5) years after the end of the business relationship.
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6.3 All documents and knowledge arising from the business relationship must be returned to the client free of charge upon request at any time, but at the latest as soon as they are no longer required for the performance of the activities. The contractor shall not be entitled to a right of retention.
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7. Warranty claims and incoming goods inspection
7.1 The warranty period is 36 months from the date of transfer of risk. This does not apply if the law provides for a longer limitation period.
7.2 If the client demands subsequent performance, they are entitled to choose the type of subsequent performance. If the contractor allows a reasonable deadline set for them to pass without having delivered repaired or defect-free goods, we may remedy the defect ourselves or have it remedied by a third party at the contractor's expense.
7.3 The client shall inspect the delivered goods upon receipt for externally visible damage and shall check the accompanying documents for identity and quantity. Defects of this kind shall be reported immediately. In addition, the client shall report defects as soon as they are discovered in the normal course of business. In this case, the contractor waives the objection of late notification of defects.
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8. Property rights
8.1 The contractor guarantees that all deliveries are free from third-party rights and, in particular, that the delivery and use of the goods do not infringe any patents or other industrial property rights of third parties.
8.2 Insofar as the contractor is directly liable to third parties by operation of law, the contractor shall indemnify us against any claims by third parties arising from any infringements of property rights and shall bear all necessary costs incurred in this connection.
9 Liability and compensation
9.1 The contractor shall be liable for damages and losses incurred by the client and/or its affiliated companies as a result of a breach of the contractor's contractual obligations, unless otherwise specified in these terms and conditions of purchase.
10. Place of performance, place of jurisdiction, and applicable la
10.1 The place of performance for the delivery of the goods is the destination specified by the client.
10.2 The place of jurisdiction for all disputes arising from the contractual relationship and other business relationships between the client and the contractor is Mosbach. The client may also, at its own discretion, bring an action before the Buchen Local Court, the Mosbach Local Court, or the Mosbach Regional Court as the court of first instance, regardless of the amount in dispute. The client is also entitled to sue the contractor at its general place of jurisdiction.
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10.3 The business relationship shall be governed exclusively by the laws of the Federal Republic of Germany.
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11. Termination rights
11.1 The client is entitled to terminate the contract without notice if there is good cause to do so. Good cause shall be deemed to exist in particular if, after conclusion of the contract, it becomes apparent that the delivery claims established under the contract are jeopardized by the contractor's lack of performance capacity and the contractor fails to provide credible assurance of its performance capacity within a reasonable period of time despite being requested to do so. Statutory rights of termination and withdrawal remain unaffected.
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11.2 The client is entitled to terminate the contract at any time, stating the reason, if it no longer requires the commissioned products/services in its business operations. In this case, the client shall remunerate the contractor for the partial performance demonstrably rendered by it.
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12. Final provisions
Should individual parts of these terms and conditions of purchase be or become invalid, this shall not affect the validity of the remaining provisions.