Logo - HTS TENTIQ GmbH

General Purchasing Conditions (GPC) for HTS TENTIQ

  1. Scope

    The following General Purchasing Conditions (GPC) apply to all orders or other purchases by HTS tentiQ
    GmbH (hereinafter referred to as “buyer” or “us”) with the supplier. In particular, they also apply to all similar
    future contracts/orders, reorders, etc. that result from an ongoing business relationship and regardless of
    whether the supplier manufactures the goods himself or buys them from other suppliers (§§ 433, 650 BGB).
    If the supplier’s general terms and conditions contradict these GPC in part or in total, these GPC of the
    customer shall apply without the need for a further explanation. Something else only applies if the customer
    expressly authorises the supplier in writing to deviate from the following conditions.
    Incidentally, with the execution of the order, the supplier expressly recognises the following GPC. If the
    supplier does not agree to the above, he must immediately notify the customer in writing before the order is
    carried out. In this case, the customer reserves the right to withdraw the order. In this case, the supplier is not
    entitled to any claims. Individual agreements made with the supplier on a case-by-case basis (including side
    agreements, additions and changes) always take precedence over these GPCs.
    Legally relevant declarations and notifications by the supplier in relation to the contract (e.g. setting of
    deadlines, reminders, withdrawal) must be made in writing, i.e. in writing or text form (e.g. letter, email, fax).
    Statutory formal requirements and further evidence, especially in the case of doubts about the legitimacy of
    the declaring party, remain unaffected.
    References to the validity of legal regulations are only used for clarification purposes. The statutory provisions
    therefore apply even without such a clarification, unless they are directly amended or expressly excluded in
    these GPC.
  2. Ordering & Confirmation
    An order is only deemed to have been placed when it has been drafted in writing and signed by us unless it is
    noted on the written order that it is valid without a signature. Orders placed verbally or by telephone are only
    binding for us if we have confirmed them by subsequently sending a written order.
    Each shipment must be accompanied by a dispatch or delivery note containing our order number. Drawings,
    including tolerance specifications, provided by us in individual cases are binding. By accepting the order, the
    supplier acknowledges that he has informed himself about the type of execution and scope of the service by
    inspecting the existing plans. We are not liable for obvious errors, typing and calculation errors in the
    documents, drawings and plans submitted by us. The supplier is obliged to notify us of such errors so that our
    order can be corrected and renewed. This also applies to missing documents or drawings.
    Acceptance of orders must be confirmed to us by a written order confirmation within 2 working days of the
    order. A late acceptance is considered a new offer and requires our acceptance. If we do not accept the order,
    we reserve the right to commission it elsewhere.
    Deviations in quantity and quality from the text and content of our order and subsequent changes to the
    contract are only deemed to have been agreed if we have expressly confirmed them in writing.
  3. Delivery Dates, Delivery & Transfer of Risk
    The agreed delivery times and dates are absolutely binding. They commence with the order date. The goods
    must be received at the reception point specified by us within the delivery period or by the delivery date. If
    delays are to be expected, the supplier is obliged to inform us immediately in writing and to obtain our decision
    on whether to maintain the order.
    We are entitled to change the time and place of delivery as well as the type of packaging at any time by
    notifying the supplier in writing subject to a notice period of at least 5 calendar days prior to the agreed
    delivery date. The same applies to changes to product specifications, insofar as these can be implemented
    within the framework of the normal production process of the supplier without significant additional effort,
    whereby in these cases the notification period according to the preceding sentence shall be at least 10
    calendar days. We will reimburse the supplier for any proven and reasonable additional costs incurred as a
    result of such changes. If these changes result in delivery delays that cannot be avoided within the normal
    production and business operations of the supplier despite reasonable mitigation efforts, the originally agreed
    1 delivery date will be postponed accordingly. The supplier will notify us in writing and in good time of the
    additional costs or delivery delays that he may expect after conducting a careful assessment before the
    delivery date, but at least within 2 working days after receipt of our notification in accordance with sentence 1.
    If the supplier fails to provide his service or does not provide it within the agreed delivery time or if he is in
    default, our rights – in particular to withdraw from the contract and to compensation for damages – shall be
    determined in accordance with the statutory provisions. The following regulations remain unaffected.
    If the supplier is in default, after receiving a reminder, we can demand, in addition to further legal claims,
    payment of a contractual penalty of 1% of the net order value per commenced day, a maximum of 10% of the
    net order value in addition to the delayed delivery and/or to withdraw from the contract and demand
    compensation for all damages incurred due to non-performance. Payment of the contractual penalty shall be
    offset against a claim for damages.
    We are not obliged to accept the delivery before the delivery date has expired.
    In addition to the obligation to deliver on time, the supplier also undertakes to ensure that the goods, including
    the packaging, correspond to our specifications and that our order or our order is carried out properly and
    professionally in accordance with the current state of the art.
    The risk of accidental loss and accidental deterioration of the goods passes to us upon acceptance in the
    factory or upon handover at the destination.
  4. Prices & Terms of Payment
    The price stated in the order is binding and represents a fixed price, unless the supplier generally reduces its
    prices. Price increases are only effective if we have recognized them in writing. All prices are net, i.e. excluding
    any applicable VAT.
    Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the supplier
    (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any
    transport and liability insurance). The supplier must take back packaging material at our request.
    The supplier will not subject us to prices and conditions that are more unfavourable than those for other
    customers, if and to the extent that these offer him the same or equivalent conditions in a specific case. In the
    event of a significant reduction in production costs, we are entitled to demand a corresponding price reduction.
    Invoices are to be issued separately for each order.
    Payment is only made after full receipt of the defect-free goods or complete defect-free service and after receipt
    of the invoice. This applies accordingly to partial deliveries. Delays caused by incorrect or incomplete invoices
    do not affect any discount periods. Payment is generally made after receipt of the invoice, less a 3% discount on
    the net amount for payments within 14 days of the invoice or net within 60 days. In addition, our payments are
    always performed subject to potential corrections should subsequent complaints be received.
    Receipt of our transfer order by our bank is sufficient for the timeliness of the payments owed by us.
    Assignment of the supplier’s claims against us to third parties occurs subject to our consent. Payments are only
    made to the supplier.
    We are entitled to set-off rights and rights of retention as well as the objection of the non-fulfilled contract to the
    extent permitted by law. In particular, we are entitled to withhold payments due as long as we are still entitled to
    claims against the supplier from incomplete or defective services.
    The supplier has a right of set-off or retention only for counterclaims that have been legally established or are
    undisputed.
    If deliveries are based on cross-border import transactions either from third countries or also from EU countries,
    the supplier bears sole responsibility for proper customs clearance, customs clearance and sales tax
    declaration. For suppliers belonging to the EU, the sales tax identification number (ID number) must always be
    given.
  5. Procurement Risk, Spare Parts
    The supplier bears the procurement risk for his services.
    The supplier is obliged to keep spare parts for the products delivered to us for a period of at least 10 years
    after delivery.
    If the supplier intends to discontinue the production of spare parts for the goods delivered to us, he will inform
    us of this immediately after the decision to discontinue production. This decision must – subject to paragraph 2 –
    be made at least 12 months before production is discontinued.
  1. Warranty, Complaint, Guarantee
    The statutory provisions apply to our rights in the event of material and legal defects in the goods (including
    incorrect and short deliveries as well as improper assembly, inadequate assembly, operating or operatin
    instructions, certificates) and in the event of other breaches of duty by the supplier, unless otherwise specified
    below.
    According to the statutory provisions, the supplier is particularly liable for ensuring that the goods have the
    agreed quality when the risk is transferred to us. In any case, those product descriptions which – in particular by
    designation or reference in our order – are the subject of the respective contract or are included in the contract in
    the same way as these GPC apply as an agreement on the quality. It makes no difference whether the product
    description comes from us, the supplier or the manufacturer.
    The supplier guarantees that all services to be provided or goods to be delivered correspond to the quality
    requirements specified by us and the current state of the art. Contractually or legally required documentation or
    declarations are essential components of the respective delivery and must also comply with the statutory
    provisions and commercial use. In addition, the latest versions of accident prevention regulations, the
    standards, regulations and rules of the trade and professional associations must be observed. The supplier
    guarantees that his deliveries and services as well as goods fully comply with the RoHS Directive and the socalled REACH Regulation and the Electrical and Electronic Equipment Act (ElektroG), insofar as his goods or
    services are subject to these provisions. This also applies to any labelling and registration provisions resulting
    from statutory provisions. In relation to us and our customers, the supplier is considered to be the person
    placing the products delivered by him on the market, together with all associated obligations. The supplier
    exempts us from all claims and demands by third parties that may arise from non-compliance with the above
    provisions.
    The acceptance takes place subject to reservation of examination for correctness and suitability. We are not
    obliged to examine the goods or to make specific inquiries about any defects when the contract is concluded. In
    partial derogation from § 442 Paragraph 1 Sentence 2 BGB, we are entitled to unlimited claims for defects,
    arising from gross negligence, even if the defect was unknown to us at the time the contract was concluded.
    In the event of delivery of defective goods, regardless of whether they are immediately recognisable or not, the
    supplier is liable to us for the duration of the statutory warranty period such that we are entitled, irrespective of
    further legal and/or contractual claims, to request at our discretion subject to setting a deadline, either free
    replacement delivery, free removal of said defect or a reasonable discount. If the supplier does not comply with
    this immediately, we are entitled to return the goods at the supplier’s risk and to fulfil requirements elsewhere.
    In urgent cases that cannot be postponed, we are also entitled to rectify defects ourselves or have them rectified
    by third parties without setting a deadline and to charge the supplier with all expenses incurred as a result.
    Regardless of this, we shall charge the supplier a flat-rate processing fee for processing complaints as
    compensation for our expenses, which is graded as follows:
    Value of goods excluding VAT Processing fee
    up to € 1,000 € 50
    over € 1,000 to € 5,000 € 100
    over € 5,000 € 150
    Notices of defects are always deemed to have been made in good time if the defect is reported immediately
    after the defect is discovered.
    The statutory provisions (§§ 377, 381 HGB) apply to the commercial inspection and notification obligation with
    the following stipulation: Our obligation to inspect is limited to defects that are evident during our incoming
    goods inspection under external assessment including the delivery papers (e.g. transport damage, incorrect
    and short deliveries) or that are recognisable during our quality control in the random sampling procedure. If
    acceptance has been agreed, there is no obligation to examine. In addition, it depends on the extent to which
    an investigation is feasible in the normal course of business, taking into account the circumstances of the
    individual case. Our obligation to give notice of defects that are discovered later remains unaffected.
    Irrespective of our obligation to inspect, our complaint (notification of defects) is deemed to be prompt and
    timely if it is sent within 7 working days of discovery or, in the case of obvious defects, of delivery.
    The product manufactured by the supplier or the order performed by him is subject to a warranty for material
    and function, which expires after 5 years from the time of delivery and acceptance. It is expressly stated that
    payments for an order generally do not include unconditional acceptance of the goods. These provisions also
    apply to replacement deliveries and repairs.
    In addition, in the event of a material or legal defect, we are entitled to reduce the purchase price or to withdraw
    from the contract in accordance with the statutory provisions. In addition, we are entitled to compensation for
    damages and expenses in accordance with the statutory provisions.
  2. Supplier Recourse
    We are entitled to our recourse claims legally determined within a supply chain (supplier recourse
    according to §§ 445a, 445b, 478 BGB), in addition to claims for defects. In particular, we are entitled to
    demand exactly the type of supplementary performance (repair or replacement delivery) from the
    supplier that we owe to our customer in individual cases. This does not restrict our statutory right to
    choose (§ 439 Paragraph 1 BGB).
    Before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement
    of expenses in accordance with §§ 445a Paragraph 1, 439 Paragraphs 2 and 3 BGB), we will notify the
    supplier and ask for a written statement, briefly explaining the facts. If a substantiated statement is not
    made within a reasonable period of time and if no amicable solution is found, the claim for defects
    actually granted by us shall be deemed owed to our customer. In this case, the supplier is responsible
    for providing evidence to the contrary.
    Our claims arising from supplier recourse also apply if the defective goods have been further processed
    by us or another entrepreneur, e.g. through installation in another product.
  3. Force Majeure
    War, civil war, pandemics, export restrictions or trade restrictions due to a change in the political situation as
    well as strikes, lockouts, operational disruptions, operational restrictions and similar events that make it
    impossible or unreasonable for us to fulfil the contract are deemed to be force majeure and release us from the
    obligation to take delivery on time for the duration of their existence. The contractual partners are obliged to
    inform each other about this and to adapt their obligations to the changed circumstances in good faith. In the
    case of longer-term events such as riots, operational disruptions, operational restrictions, etc., which result in a
    significant reduction in consumption, we are entitled to withdraw from the contract in whole or in part, without the
    supplier being entitled to any claims for compensation, regardless of the reasons. In cases of this type, we are
    alternatively entitled, at our discretion, to determine the time of acceptance without resulting in a prepayment for
    claims of the supplier.
  4. Liability / Producer Liability
    The supplier is responsible for ensuring that the delivered products correspond to the scope of quality and
    performance that is customary in general, and that the scope of quality and performance corresponds to the
    details of the product description, the drawings and the quality specification. The supplier is responsible for
    ensuring that the delivery and use of the products does not infringe the industrial property rights of third parties
    and that there are no deviations from DIN standards or accident prevention regulations. He will compensate us
    for all consequential damage that can be proven to be due to a defect in the product he is responsible for. The
    supplier exempts us from third party claims arising from statutory product liability insofar as the cause of the
    damage is within his sphere of control and organisation and he is himself liable to third parties. Became. This
    also applies insofar as the supplier has manufactured the delivered goods according to drawings, drawing
    approvals, models or other equivalent descriptions or arrangements that we have provided.
    As part of his indemnification obligation, the supplier has to reimburse expenses in accordance with §§ 683, 670
    BGB, which result from or in connection with claims by third parties, including recall campaigns carried out by
    us. We will inform the supplier about the content and scope of recall measures – as far as possible and
    reasonable – and give him the opportunity to comment. Further legal claims remain unaffected.
    The supplier must conclude and maintain product liability insurance with an appropriate coverage amount per
    personal injury / property damage at his own expense. The supplier must provide us with evidence of this at any
    time upon our request.
  5. Confidentiality and Retention of Title
    Drawings, samples, models or similar, as well as finished and semi-finished products that are provided by us or
    manufactured on our behalf, remain our property and may only be passed on to third parties with our express
    written consent. Unless otherwise agreed in individual cases, these must be returned to us immediately upon
    completion of the order without any special request.
    Insofar as the supplier comes into contact with documents or objects that embody
    the customer’s business secrets through the business relationship, these must be
    kept confidential and may only be used and made accessible to the extent that this
    is absolutely necessary for performance of the order, even after completion of the
    contract. This confidentiality obligation only expires when and to the extent that the knowledge contained in
    said documents has become generally known.
    Insofar as it is necessary to grant third parties access to these documents, the obligation of confidentiality by the
    supplier must also be extended to these third parties and guaranteed accordingly. If the purchaser orders items
    or goods from the supplier that the supplier delivers exclusively for the purchaser, delivery of the same items or
    goods to third parties requires the express written approval of the purchaser. Insofar as damage occurs to the
    customer as a result of the breach of the confidentiality obligation, for which the supplier is responsible, the
    obligation to pay compensation also extends to consequential damage.
    The above provision applies accordingly to substances and materials (e.g. software, finished and semifinished
    products) as well as to tools, templates, samples and other items that we provide to the supplier for
    production purposes. Such objects – as long as they are not processed – must be stored separately at the
    supplier’s expense and insured to an appropriate extent against destruction and loss.
    Processing, mixing or combining (further processing) of provided items by the supplier is performed on our
    behalf. The same applies to further processing of the delivered goods by us, such that we can be considered
    the manufacturer and acquire ownership of the product at the latest upon further processing in accordance
    with the statutory provisions.
    The transfer of ownership of the goods to us must take place unconditionally and regardless of the payment of
    the price. However, if we accept an offer of transfer of ownership by the supplier due to the payment of the
    purchase price in individual cases, the supplier’s retention of title expires at the latest with the payment of the
    purchase price for the goods delivered. In the ordinary course of business, we remain authorised to resell the
    goods before payment of the purchase price with advance assignment of the resulting claim (alternatively,
    application of the simple retention of title extended to the resale). In any case, all other forms of retention of
    title are excluded, in particular the extended, forwarded and extended retention of title to further processing.
  6. Statute of Limitations
    The mutual claims of the contracting parties expire in accordance with statutory provisions, unless otherwise
    specified below.
    In derogation from § 438 Paragraph 1 No. 3 BGB, the general limitation period for claims for defects is 5 years
    from the transfer of risk. If acceptance has been agreed, the statute of limitations begins with said acceptance.
    The 5-year limitation period also applies accordingly to claims arising from defects of title, whereby the statutory
    limitation period for real claims for surrender by third parties (§ 438 Paragraph 1 No. 1 BGB) remains
    unaffected; In addition, claims based on defects of title do not expire as long as the third party can still assert
    the right against us, in particular in the absence of a statute of limitations.
    The statute of limitations of the sales law including the above extension apply – to the legal extent – for all
    contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a
    defect, the regular statutory limitation (§§ 195, 199 BGB) applies, unless the application of the limitation periods
    of the sales law in individual cases leads to a longer limitation period.
  7. Miscellaneous, Place of Performance, Place of Jurisdiction
    The supplier may only transfer rights and obligations from the contract with the prior written consent of the
    customer; this applies in particular to the assignment of claims.
    The place of jurisdiction is D-63699 Kefenrod.
    German law applies exclusively to all business relationships between the customer and the supplier, excluding
    the UN sales law.

    Should provisions of the contract or these terms and conditions be or become ineffective, this shall not affect the
    validity of the rest of the terms and conditions or the rest of the terms and conditions. The contracting parties are
    obliged to replace ineffective provisions with those that achieve the economic result in a legally effective manner
    within the framework of what is reasonable and in good faith.
    Additions or changes to the above conditions must be made in writing to be effective. This also applies to
    changes to the written form requirement.

    Version: July 2021
    HTS tentiQ GmbH
    Hinter der Schlagmühle 1
    63699 Kefenrod – Germany