Humbaur GmbH - General Purchasing Conditions
The German language, as a recognised official language of the European Union (EU), applies to all business relationships and contracts, and to both the content and the structure, as mutually agreed. The following printed “General Purchasing Conditions of Humbaur GmbH” have exclusive validity in their German and individually valid issue.
General Purchasing Conditions in Business Interaction with Companies, Suppliers and Contractors of Humbaur GmbH
Humbaur GmbH (hereinafter “Humbaur”) and the specific company, specific supplier, specific service provider and the specific contractor (hereinafter always referred to as “Supplier”) enter into contractual business relationships in full knowledge of these General Purchasing Conditions.
§ 1 Applicability
- Humbaur places orders exclusively on the basis of these purchasing conditions. These purchasing conditions also form the exclusive basis for all additional purchase orders in the specific business relationship. These apply also to service contracts or purchase orders for work and labour related services from contractors.
- The terms of business, terms of supply and retention of title terms of the supplier expressly have no applicability, even if we have not made any contradiction; unless Humbaur has given prior agreement in writing to these conditions.
- All purchasing contracts are created exclusively according to the Humbaur conditions, which are a constituent part of the purchase order. Deviating conditions or conditions having a different meaning from previous quotations, or in order confirmations, are applicable only if they have been recognised by us in writing, even if we have not made any contradiction. Even unconditional acceptance of the delivery of the goods or services has no effect on this.
- All purchase orders will be issued in writing; issue by fax is permitted, but issue by email is not permitted. Verbal purchase orders, or purchase orders issued by telephone or agreements always need written confirmation by Humbaur; this also applies to modifications and supplements to the purchase order.
- In the case where declarations are made in several languages, the type and scope of the delivery will be determined by the German text, in the event of doubt.
- If there is a framework purchasing contract existing between the parties to the contract, the supplier is obliged to accept and execute orders/purchase orders from Humbaur under the conditions of this specific framework agreement. Under no conditions may order confirmations contain modified purchase prices and/or modified conditions of purchase. Even unconditional acceptance of the delivery of the goods or services has no effect on this.
§ 2 Quotation - Quotation Documents
- All quotations and cost tenders are binding, unless no other written agreement is made or has been made. Remunerations / payments for quotations, quotation preparation or cost tenders are not agreed and must not be made.
- All drafts, drawings, calculations and other documents, covered explicitly by the condition of property rights and copyrights, are provided only for the purposes of quotation preparation or for the execution of the purchase order. It is not permitted to make these available to third parties without prior explicit agreement in writing. After execution of the order, these must be returned to Humbaur GmbH without having to be requested, and in full.
- All documents must be kept confidential with respect to third parties. This applies both for the duration of the quotation until execution and also after the execution of a possible contract relationship up to the time when the possible manufacturing knowledge or business secrets contained therein become general knowledge.
- If the supplier contravenes the above obligations, he is obliged to pay Humbaur a contractual penalty of 10 % of the end price quoted in the purchase order, but at least to a value of 5,000.-- €. In addition to this, he must reimburse Humbaur any possible damages in full, and where the contractual penalty is added to this damage reimbursement liability.
§ 3 Terms of Payment
- If the purchase order does not contain any prices, then the agreed prices are applicable with the agreed conditions that are regulated in this document. Otherwise, the price quoted in the purchase order is applicable.
- Unless agreed to the contrary in writing, the price always contains delivery free house, customs duty paid (DDP in accordance with Incoterms 2000) and includes packaging. Return of the packaging material requires separate agreement.
- If the purchased goods are delivered in a modified form, having the same value or being in an improved form, from the point of view of the supplier, prior written approval by Humbaur must be obtained with a predelivery deadline of 10 calendar days; if there is no other agreement, the originally quoted price still applies.
- The agreed prices are fixed prices and exclude additional charges of any kind. Price increases are only possible if the supplier has advised of them at least 3 months in advance, in writing, and if Humbaur has agreed to the price increase in writing.
- The supplier will provide samples for testing the quoted quality and performance standards, free of charge, provided that no other agreement has been made.
- Irrespective of currency fluctuations, Humbaur will always pay the value of the invoice quoted in the purchase order, in the currency quoted. Any deviating rate clauses in the order confirmation or other letters from the supplier are non-binding for Humbaur.
- A guarantee for payment of invoices can only be accepted if the invoices are received by Humbaur in good time, in a reasonable and verifiable form (order number, invoice number, tax number).
- Invoices must be submitted to Humbaur immediately upon delivery, for domestic business in duplicate, and for export business in five copies, separate from the delivery and in written form. They must include the order reference stipulated by Humbaur and be in the German or English language.
- Invoice checking is based on the quantities, dimensions, weights etc. determined by Humbaur.
- Payment of the checkable or checked invoices is carried out after fault-free delivery and receipt of the invoice, within a period of 30 days with a 3% discount, or within 60 days net. Even if a premature delivery or service provision is made, the payment due period only starts at the originally agreed date.
- Humbaur is entitled to the legal extent of the right of set-off and retention rights with respect to the presented invoice demand. Demands directed at us may only be ceded to third parties with our prior written agreement.
§ 4 Delivery Deadlines
- Agreed delivery deadlines must always be maintained. Delays must be advised to Humbaur immediately in writing, with the relevant reasons, latest three days after detection of the situation which may cause a delay or make a delay likely.
- In a similar way to delays, the supplier must advise immediately of any anticipated early deliveries, part deliveries or part service provision, together with reasons. Humbaur explicitly reserves the right to decline these types of delivery or only to accept them with storage cost reimbursement (5 € per m2 or m3).
- If the purchased goods or services are not delivered or executed at the agreed time or if it is determined that it will not be delivered or executed at the correct time, Humbaur has the right to withdraw completely or in part from the contract and to demand damage reimbursement. This applies particularly to costs that are incurred in obtaining from other suppliers or self manufacture or production interruption. Prior warning or a period of grace is not required. Acceptance of late deliveries or part deliveries does not represent relinquishment by Humbaur of rightful claims in accordance with these conditions or legal rights. In addition, the individually applicable legal regulations apply as a supplement.
- Irrespective of the rights available to Humbaur in accordance with section (3), the supplier is obligated to pay an additional contractual penalty in the event of delayed or impossible delivery; it amounts to 0.5 % for each full week, but not more than a total of 10 % of the final price stipulated in the purchase order.
- Causes or events that lead to cessation or limitation of production, operational malfunctions of all kinds, outbreak of war or official arrangements by laws, regulations etc., force majeur, strikes and lock-outs entitle Humbaur to defer agreed acceptance obligations or to withdraw completely or in part from the contract. Claims for damage reimbursement cannot be based on these situations.
§ 5 Delivery
- The costs for packing and transport to the stated delivery address and for customs formalities and customs (customs duty, special taxes etc.) are included in the agreed prices, unless other agreements have been made in writing. If we agree a price “Ex-Works”, “Ex-Stock” or on some other basis, Humbaur will only pay the most favourable freight charges. All costs up to handover to the freight company are paid by the supplier.
- The transport risk and the danger of any deterioration, including accidental destruction, is covered by the supplier up to delivery at the agreed delivery address.
- The supplier commits to indicate all deliveries in the way agreed in each case (e.g. online and barcode). The delivery declarations must be sent off 10 calendar days before arrival of the goods, so that Humbaur receives them before the goods. The scope of the delivery must be adequately clearly stated on the delivery notes; this means exact designations of the delivered goods, the quantities (number, dimensions, weights etc.) and the details of the delivery data and purchase order numbers are required.
- Goods being the subject of a justified complaint by Humbaur will be returned at the cost of the supplier and at their risk. Replacement deliveries must therefore be made with new invoices but without additional freight charges and with the marking “Replacement Delivery” and statement of the previous purchase order that formed the basis of the complaint.
§ 6 Guarantee
- The acceptance of a delivery or service provision is made under the explicit reservation of examination for freedom from faults. Faults or incorrect quantities or faults in the delivery / service provision will be notified as quickly as possible with consideration of proper business execution. The supplier thus relinquishes issuing an objection of a delayed fault declaration. The complaint is considered as in good time if it is executed within a 14 working day period, calculated from the date of goods inwards, delivery or service provision; in the case of concealed faults or errors this applies from the date of discovery.
- Unless there is an agreement to the contrary, the supplier is liable for all material, manufacturing and design faults, and faults with the delivered goods or in spare parts that are present upon delivery /or are created within a period of three years after delivery. 5 years are applicable to services on constructions. In addition, the legal regulations are also applicable.
- The supplier must, depending on the Humbaur choice, either rectify the damage themselves at no cost to Humbaur, or to make a freight-free replacement of the parts in question, at no cost to Humbaur. These obligations must be fulfilled by the supplier immediately at Humbaur or, at our specific request, at a location stipulated by us where the damage occurred, or at the location of the end-user affected by the fault, if necessary by immediate despatch of the necessary technicians. In urgent cases, and if the supplier is in default, Humbaur is entitled to procure replacements to be paid for by the supplier, and/or to eliminate the faults that have occurred or have them eliminated. For the repaired parts and for the parts delivered as replacements, the 2 year guarantee period starts again.
- Nonetheless, the supplier is obliged also to reimburse Humbaur for such damage caused by the occurrence of the fault, and must release Humbaur, upon demand, from claims made by the end-user. The right to rescission from the contract, enforcement of compensation or mitigation remains unaffected.
- For the acceptance of the delivered goods, the results in the Humbaur works are exclusively definitive, irrespective of tests carried out by the supplier or any possible prior testing on behalf of the end-user.
- For preservation of the limitation periods and exclusion periods, the written enforcement of the damage (fault) is adequate; it does not need the institution of legal proceedings.
- The supplier is also liable to ensure that the acceptance and use of the purchased goods does not infringe the patents or other rights of protection of third parties. He will release Humbaur from claims by third parties if requested so to do and to reimburse immediately all damages, costs and expenditure without delay.
- Subsequently detected safety-relevant faults arising from product monitoring must be advised to Humbaur without the need for a request so to do, even after expiry of the guarantee period. In this case, any legal claims to the benefit of Humbaur are applicable.
§ 7 Confidentiality
- The supplier commits to keeping secret all not generally known commercial and technical information and documents that have become known to them as a result of the business relationship and to use them exclusively for the execution of the purchased deliveries and service provisions. Any sub-suppliers must be obligated in the same manner.
- The supplier may only name Humbaur GmbH when listing references or in publications if they have prior agreement in writing.
- If the supplier contravenes the above obligations, he is obliged to pay Humbaur GmbH a contractual penalty of 10 % of the end price quoted in the purchase order, but at least to a value of 5,000.-- €. In addition to this, he must reimburse Humbaur GmbH any possible damages in full, and where the contractual penalty is added to this damage reimbursement liability.
§ 8 Spare Parts and Readiness for Shipment
- The supplier is obligated to supply spare parts for the period of normal technical use, for a minimum of 10 years, however, from the date of the last delivery of the goods supplied, under reasonable conditions.
- If the supplier stops supplying the spare parts after expiry of the period defined in Item (1), or during the period defined in item (1) stops supplying the goods delivered, then Humbaur must be informed in writing with a notice of 14 calendar days. The supplier is obligated in this context to give Humbaur the chance to make a final purchase in accordance with the average of the last delivered scope of supply.
§ 9 Free-Issue Materials
- The materials provided by Humbaur remain – whether in the same form or in a modified form - the property of Humbaur until complete return or payment for the goods and remain in the power of disposition of Humbaur.
- An exchange is not permitted.
§ 10 General Points
- The place of fulfilment for deliveries and service provisions is always Gersthofen near Augsburg. After written separate advice, Humbaur can nominate a different place of fulfilment.
- For all legal matters arising from the purchase order and its execution, the law of the Federal Republic of Germany is exclusively applicable. The agreement of the United Nations dated 11.04.1980 concerning contracts covering international sale of goods and International Purchasing Law are fundamentally not applicable.
- The exclusive legal domicile specifically agreed by both parties is Augsburg.
- Should one or more of the individual stipulations of the contract become ineffective, for any reason, the validity of the remaining stipulations is not affected. The invalid stipulations must in fact be replaced by a valid stipulation which comes closest to the interests of the parties to the contract which have been stated in these terms of delivery.
- Delivery notes and invoices, together with the lettering on the packaging must be executed either in German or English.