Hanseatische Energie- und Automatisierungstechnik GmbH
GENERAL TERMS AND CONDITIONS OF PURCHASE
(Version 01.09.2008)
1. Validity
1.1 These general terms and conditions of purchase are valid for our business relationships with companies, legal persons governed by public law and public law entities with special public funds pursuant to § 310, section1 BGB (German Civil Code).
1.2 Our general terms and conditions of purchase are valid for all current as well as future contractual relationships with us regarding the purchase of goods, unless otherwise specified on an individual basis in writing.
1.3 Differing supplier declarations and terms and conditions do not represent an obligation for us – also when we do not oppose them or when they do not specifically oppose our general terms and conditions for purchase – but only when we confirm them in writing. Acceptance of the service or supply never categorically means agreement with the supplier’s terms and conditions.
2. Conclusion of the contract
2.1 Our orders must be confirmed via fax or email within three working days of order receipt by the supplier with indication of the binding delivery date and price. If an established business relationship exists and the supplier wishes to refuse the order, this must be declared immediately – otherwise the order will be considered as accepted. In other cases, we reserve the right to withdraw orders if they are not accepted within the specified period and with the specified procedure.
2.2 Letters should be sent to our purchasing department. Our agent authorised to contract is not authorised to enter into ancillary verbal agreements or provide any warranties which go beyond the scope of the written contract. Therefore, any special agreements entered into with the agent authorised to contract must be confirmed by us in writing in order to be effective.
2.3 Within the scope of reasonableness for the suppliers, changes to the subject of the contract can be made by the purchaser after the order was placed with regard to the execution and amount – providing that it is required for operating reasons and the change is customary. Any consequences on the delivery date and any additional or reduced costs should be reasonable and mutually agreed upon. Price increases and delays in delivery time will only be accepted when they are connected with actual and proven extra costs or delays in delivery time, and when the supplier informed us of this immediately in writing after the order change.
3. Price/payment conditions
3.1 The prices agreed upon are fixed prices. Subsequent price increases will not be accepted. Price increases according to section 2.3 due to subsequent order changes remain unaffected by this. Such requests in price change must be declared in writing, via fax or email. Any special actions must be agreed upon with us in writing, via fax or email; price decreases must be communicated to us immediately in writing, via fax or email.
3.2 Unless otherwise agreed upon specifically in writing, the prices are considered as being “carriage paid to the delivery address”, including the costs for shipment preparation, as well as packaging and shipping costs. Unless otherwise agreed upon, the legal value added tax must be added to the negotiated price. Commodity sales tax, freight and customs charges, as well as other public charges shall be the responsibility of the supplier, as long as permitted by legal regulations. This also applies for any taxes or other charges that result from repeat orders.
3.3 The supplier is also responsible for the costs for retrieving and disposing of the packaging. We reserve the right to send back packaging material. We shall have the right to deduct any costs we incurred for the shipment, collection or disposal of packaging from the supplier’s invoices.
3.4 The order reference and the numbers of each position must be indicated on the invoice. Invoice copies must be marked as duplicates. Legal value added tax and all other taxes, charges, customs duties or allocations must be specifically identified on all invoices.
3.5 When purchasing a computer, a machine or other equipment, the price shall include – unless otherwise agreed upon specifically in writing – the complete, operational machine or equipment including all necessary protective devices, and at least the protective devices that are necessary in the Federal Republic of Germany pursuant to accident prevention and safety regulations. If the equipment must still be assembled, assembly is included in the price unless otherwise specifically agreed upon in writing. Parts that are not individually listed but are necessary for operation and function are included in the price. In the case of installation, the same applies for the correct installation instructions and necessary small parts.
3.6 We can select payment terms within 14 days with a 2% discount or net after 30 days, starting from the date of invoice receipt, which is proven by our incoming mail stamp or after goods receipt if this occurs later. The payment period begins as soon as the supply or service is completed, and the properly issued invoice has been received by us. If there are any defects, the payment period begins after the defect has been fully remedied.
3.7 The buyer shall not owe any late interest. The supplier’s claim for payment of arrears interest will remain unaffected. Without a reminder from the seller, the orderer shall not be considered in default.
4. Applicability of the German and European safety regulations, installation and operating instructions.
4.1 All parts of the supplied technical work equipment, such as computers and machines, must fully comply with the safety regulations of the European Community and the Federal Republic of Germany. We have the right at any time to request the supplier to provide proof that the goods comply with the German and European safety regulations.
4.2 If the contractual items require assembly or operating instructions for their assembly or operation, the supplier is required to supply these in German. The same applies for installation and operating instructions for any standard software part of the contractual items. Unless otherwise agreed upon, labelling must be in German.
5. Commercial terms – For the interpretation of the commercial terms, the INCOTERMS that are valid upon contract conclusion shall apply.
6. Supplier’s obligation to inform
6.1 In the case that we request proof of origin, the supplier shall make this available immediately, with all required information and proper signatures. The same applies for legal VAT documents for foreign and EU-internal deliveries.
6.2 The supplier shall inform us immediately when a supply is fully or partially subject to legal export restrictions.
7. Assignment of a claim/transfer of orders
7.1 The contractor is not authorised to assign his accounts receivables or have them be collected by a third party without receiving prior approval from us, which may not be unreasonably refused.