I. Scope of application
The following terms and conditions of purchase shall apply to the entire business relationship between Salamander SPS GmbH & Co. KG (hereinafter referred to as "we") with the supplier, even if they are no longer referred to in subsequent transactions. Deviating or supplementary general terms and conditions shall not become part of the contract even without our express objection, unless we have expressly agreed to their validity in writing.
By executing the order, the supplier expressly accepts the following terms and conditions of purchase.
II Conclusion of the contract
1.)
Our orders must be confirmed in writing within eight working days of receipt of the order. After expiry of this period, the orders shall be deemed to have been accepted unless the contracting party has declared that it rejects them.
2.)
All agreements must be in writing. The written form can only be waived by written agreement.
3.)
We reserve the property rights and copyrights to all illustrations, drawings, calculations and other documents. They may not be made accessible to third parties without our express consent. They are to be used exclusively for the performance of the contractually owed services and are to be returned to us unsolicited after completion of the order.
III Subject matter of the contract, prices
1.)
The subject matter of the contract is the goods of the type and quantity specified in the written order.
2.)
The prices stated in the order shall apply to all services. For the goods ordered by us, the prices are exclusive of statutory value-added tax and include freight-free delivery for us to the place of performance Türkheim, including packaging, unless otherwise agreed. We shall only be obliged to return the packaging if this has been expressly agreed. Packaging which may be charged separately by the supplier must be credited by the supplier at the same value after return.
IV. Delivery, order quantity
1.)
The delivery time stated in our order is binding. The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent to him which indicate that the delivery time cannot be met. In the event of a delay in delivery, we shall be entitled to the statutory claims, in particular a claim for compensation for the damage caused by the delay (§§ 275, 276, 281, 323, 346 et seq. BGB). Furthermore, in the event of a delay in performance, we shall be entitled to demand a special mode of dispatch (e.g. express delivery). The additional costs incurred for this shall be borne by the contractual partner in default.
2.)
If the supplier deviates from the order in terms of quality or quantity, these deviations shall only be legally binding for us if we expressly approve this in writing. If we do not grant such approval, we shall be entitled to return unapproved deliveries at the supplier's expense. In the event of differences in weight or dimensions, our determination of dimensions shall be binding.
3.)
In addition to the delivered products, the supplier is obliged to provide all documents, drawings etc. free of charge which are necessary for the contractual use of the delivered items. In particular, the respective data sheet must be enclosed. This also includes documents which are necessary for the proper execution of the assembly, the monitoring, the repair and the procurement of spare parts, the maintenance as well as the obtaining of approvals from third parties or government agencies.
4.)
If we provide the supplier with illustrations, drawings, calculations, tools, models and other aids etc., the ownership of these shall remain with us. This also applies in particular to any intellectual property rights. The supplier may only use these aids for the fulfilment of the order and must return them to us immediately after the order has been processed.
5.) Invoices for goods ordered by us shall be sent to us separately from the goods. A delivery note shall be enclosed with each delivery. Invoices, delivery notes, consignment notes and correspondence must always state the order number and material number.
V. Delivery date
1.)
The agreed or promised delivery date is binding. Advance deliveries are only permissible with our consent.
2.)
If the supplier is in default, we shall be entitled to demand a contractual penalty of 0.5% of the order value per week or part thereof, but not more than 5% of the order value. We may demand the contractual penalty if we reserve the right to do so no later than one month after acceptance of the last deliveries or services to be provided under the order.
VI Warranty and Liability
1.)
In the event of defective delivery, we shall be entitled at our discretion, even without the requirement of prior supplementary performance, to demand remedy of the defect or delivery of a defect-free item, to withdraw from the contract, to reduce the purchase price or to demand damages in lieu of performance.
2.)
The statutory limitation periods shall apply (§ 438 BGB).
3.)
Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties at our first request insofar as the cause lies within his sphere of control and organisation and he himself is liable in relation to third parties. In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We shall inform the supplier about the content and scope of the recall measures to be carried out - as far as possible and reasonable - and give him the opportunity to comment.
give him the opportunity to comment. The supplier is obliged to maintain a product liability insurance with a lump sum coverage of at least 2.5 million euros per case of damage. However, if we are entitled to further claims for damages, these shall remain unaffected.
4.)
The supplier shall be responsible for ensuring that no rights of third parties are infringed in connection with his delivery. If claims are asserted against us by a third party for this reason, the supplier shall be obliged to indemnify us against these claims upon first request. We are entitled to make any agreements with the third party - without the supplier's consent - in particular to conclude a settlement. The supplier's indemnification obligation relates to all expenses necessarily incurred by us from or in connection with the claim by a third party.
VII Assembly Work, Ancillary Duties
1.)
During assembly work, the supplier shall observe our safety regulations, which we shall make available to him on request. He is obliged to inform himself exactly about the contents of our safety regulations.
2.)
Machines or work equipment must comply with the law of the European Union. The currently valid directives must be observed. If there are special directives for a machine, they must also be named. If special standards are not currently available, national regulations shall apply.
3.)
If assembly personnel is provided, a social insurance certificate must be kept. Our contractual partner is obliged to provide us with proof of the social insurance of the assembly personnel without special request. If our contractual partner breaches its obligations to pay social security contributions for the assembly personnel and we suffer a legal or economic disadvantage as a result, our contractual partner shall indemnify us against all claims which are made against us as a result.
VIII. Tools, designs
1.)
Tools, sample designs and packaging designs which are produced on the basis of our experience and drawings either by us or by our contractual partners shall become our property even if costs are charged, unless a contractual agreement with a different content has been concluded in individual cases.
2.)
We reserve the right of ownership to tools provided by us. The supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense.
He is also obliged to carry out any necessary maintenance and inspection work in good time at his own expense or to have it carried out professionally. He shall notify us immediately of any malfunctions. If he fails to do so, we expressly reserve the right to claim damages resulting therefrom.
IX. Payments
Payment of invoices by us shall be made within 14 days with a 3% discount, within 30 days with a 2% discount or within 60 days strictly net, whereby the invoice dates of a decade shall be combined and referred to the last day of the decade (decade settlement, unless expressly agreed otherwise in writing).
X. Rights of set-off and retention
We are entitled to rights of set-off and retention to the extent provided by law.
Apart from that, set-offs can only be declared and rights of retention can only be exercised with counterclaims that have been legally established, are undisputed or recognised by us.
XI. Authorisation to collect
Authorisation to collect on our behalf requires that our written power of attorney and our receipt are presented. Our contractual partner is obliged to make sure that he has power of attorney for collection.
XII Place of performance, place of jurisdiction, applicable law
1.)
The place of performance for all obligations incumbent upon us is the location of our registered office (Jakob-Sigle-Straße 58, 86842 Türkheim), unless otherwise agreed in writing in individual cases.
2.)
The place of jurisdiction for all types of disputes with contractual partners who are registered traders, legal entities under public law or special funds under public law is the court responsible for our registered office in Türkheim. However, we reserve the right to take legal action at the registered office or place of residence of our contractual partner.
3.)
The legal relationship with our contractual partner is exclusively subject to the law of the Federal Republic of Germany. In particular, the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.
XIII Severability clause
Should any of these provisions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision which comes as close as possible to the economic meaning of the invalid or unenforceable provision.
(Status 01.05.2012)