Terms and conditions of purchase
§1 Scope of application
1.1 All deliveries and services made by Stapelbroek GmbH's contractors shall be made exclusively in accordance with these terms and conditions of purchase.
1.2 These terms and conditions of purchase shall apply exclusively; any conflicting or deviating terms and conditions shall not apply unless expressly accepted in writing or electronically.
1.3 These terms and conditions shall also apply to future transactions with the contractor.
§2 Offer documentation
2.1 All drawings, calculations, illustrations, quantity specifications, product descriptions or other documents are protected by property rights and copyright of Stapelbroek GmbH. They must not be made accessible to third parties by the contractor without written consent. All information must be used exclusively for the fulfilment of the respective order. After completion of the order Stapelbroek GmbH shall be entitled, but not obliged, to reclaim these documents and information.
2.2 The contractor undertakes to keep all information provided by Stapelbroek GmbH strictly confidential and to permanently protect it from unauthorised access by third parties.
§3 Prices and payment
3.1 Place of destination and place of delivery is, if no other place is specified, the registered office of Stapelbroek GmbH, i.e. Legden.
3.2 Stapelbroek GmbH shall be entitled to request delivery to the respective place of use without the contractor being entitled to claim additional costs ("drop shipment").
3.3 Unless otherwise agreed, Stapelbroek GmbH shall pay the purchase price within 14 days of delivery and receipt of invoice with a 3% discount or net within 30 days of receipt of invoice.
3.4 Stapelbroek GmbH shall be entitled to reject incorrect or unverifiable invoices. An unverifiable or incorrect invoice shall not cause Stapelbroek GmbH to be in default of payment and shall not lead to any other deadlines or obligations.
3.5 Stapelbroek GmbH shall be entitled to declare compensations or offsets against counterclaims.
§4 Delivery, delivery time and change orders
4.1 The delivery time specified in the order/confirmation of order is binding as a fixed date.
4.2 The contractor shall be obliged to notify Stapelbroek GmbH in writing without delay if delivery and/or performance deadlines cannot be met, stating the expected period of delay and the reasons for the delay.
4.3 In the event of a delay in delivery Stapelbroek GmbH shall be entitled to the statutory claims.
4.4 Stapelbroek GmbH shall be entitled to demand modified deliveries and services if this is not unreasonable for the contractor. Stapelbroek GmbH shall notify the contractor thereof as soon as possible, whereupon the contractor shall be obliged to submit a corresponding supplementary offer to Stapelbroek GmbH without delay.
4.5 Supplementary offers shall be made based on the prices confirmed in the offer/order confirmation. Stapelbroek GmbH shall grant an extension of the agreed execution period if the contractor conclusively explains the respective reasons in the supplementary offer.
4.6 If the parties cannot agree on modified services, the contractor shall nevertheless be obliged to perform them. The contractor shall have no right to refuse performance in this respect.
4.7 If the contractor intends to perform deliveries or services differently than they were offered (design changes, material changes, product compositions, etc.), this shall only be permissible if the contractor has previously notified Stapelbroek GmbH thereof in writing and Stapelbroek GmbH has given its consent thereto. Stapelbroek GmbH shall only refuse consent if there are reasons for doing so or if Stapelbroek GmbH, for its part, is bound to the final client in contractual obligations which do not permit a change.
§5 Risk transfer and documents
5.1 As stipulated in 3.1, delivery shall be made either "free domicile" Legden or to the place of use. The shipping documents/delivery notes - completed with all order numbers and project details as specified by Stapelbroek GmbH - shall in any case be sent to the registered office of Stapelbroek GmbH without delay.
5.2 The time of risk transfer shall be at the time of delivery to the premises of Stapelbroek GmbH premises or to the ordered place of delivery/use.
5.3 The contractor shall be obliged to maintain adequate transport insurance and to prove this to Stapelbroek GmbH upon Stapelbroek GmbH's request.
5.4 The delivery of all services and products shall be made in packaging sizes and containers customary in the locality, so that - as far as possible - forklift trucks can be used to move the delivered items. Stapelbroek GmbH reserves the right to make separate specifications for the delivery of services and products.
§6 Product liability and liability insurance
6.1 The contractor shall be obliged to maintain product liability insurance with an insured sum of at least € 4,000,000.00 per personal injury/property damage and to also provide evidence of this insurance upon the request of Stapelbroek GmbH.
6.2 Non-compliance with the product liability insurance or its cancellation or the lack of proof of such insurance shall entitle Stapelbroek GmbH either to terminate the contract or to withdraw from the contract in whole or in part.
6.3 Should the supplier deliver products which have led to product damage, the supplier shall be obliged to reimburse any expenses pursuant to §§ 683, 670 BGB (German Civil Law). Should recall actions be necessary, the contractor shall fully reimburse Stapelbroek GmbH for the costs of such recall actions.
6.4 If the contractor has made advertising statements for their products or for products of itheir sub-supplier, and if it turns out that these advertising statements are not accurate, the contractor shall indemnify Stapelbroek GmbH against all possible claims against our customer.
§7 Retention of title in case of provision of material
7.1 If Stapelbroek GmbH provides the contractor with materials of any kind, the contractor shall keep and store them separately so that they can be separated at any time.
7.2 The contractor commits to using the provided materials exclusively for the respective order and not for other projects, either in whole or in part.
7.3 Insofar as Stapelbroek GmbH provides materials, retention of title shall apply. Processing or transformation by the contractor shall be carried out for Stapelbroek GmbH. If such provisions are combined with other materials, which are not the property of Stapelbroek GmbH or of the contractor, Stapelbroek GmbH shall acquire co-ownership of the new item in the ratio of the value of the item to the other processed items.
7.4 The transfer of ownership of goods by the contractor to Stapelbroek GmbH shall take place without regard to the payment of the price without any further conditions. If, in an individual case, Stapelbroek GmbH accepts an offer of the contractor for transfer of title conditional on payment of the purchase price, the retention of title shall expire upon payment of the purchase price by Stapelbroek GmbH. Stapelbroek GmbH shall in any case be entitled to continue to use goods and services in the ordinary course of business even before payment of the purchase price.
§8 Adherence to delivery dates and contractual penalty
8.1 The agreed delivery and completion dates are fixed dates and subject to contractual penalties.
8.2 For culpably exceeding the fixed deadlines, the contractor shall pay Stapelbroek GmbH a contractual penalty in the amount of 0.2% of the net invoice amount per calendar day of the deadline violation. The contractual penalty shall be limited to 5 % of the total net invoice amount.
8.3 Stapelbroek GmbH shall be entitled to assert further claims for damages, in which case the forfeited contractual penalty shall be credited against such claims for damages.
8.4 Stapelbroek GmbH may reserve the right to contractual penalties until final payment.
§9 Guarantee
9.1 The contractor guarantees that the supplied items are free of defects, comply with the specifications of the REACH regulation as well as with the legal provisions, the regulations of the authorities, the guidelines of the employers' liability insurance associations regarding safety, occupational health and safety, accident prevention and environmental protection standards. The same applies to compliance with the relevant DIN and VDE standards.
9.2 Should the contractor supply electrical equipment, they shall be obliged to comply with and provide evidence of the relevant CE certifications and other standards under public law.
9.3 Stapelbroek GmbH shall have the statutory warranty claims pursuant to §§ 433 et seq. BGB (German Civil Code), whereby a five-year warranty period pursuant to § 438 para. 1 item 2 BGB shall apply "in the case of a building structure" and "in the case of an item which has been used for a building structure in accordance with its customary manner of use and has caused the defectiveness thereof" and otherwise 36 months for all other deliveries and services.
9.4 Notwithstanding the aforementioned periods, claims shall become time-barred within the regular limitation period of three years if the seller has fraudulently concealed the defect.
9.5 Should the service/delivery rendered by the contractor not comply with the contractual specifications, Stapelbroek GmbH shall be entitled to demand either subsequent performance or rectification of the defect or delivery of a defect-free item.
9.6 Should the removal of defects be urgent or should there be imminent danger, Stapelbroek GmbH shall be entitled to remove the defects itself at the contractor's expense. Stapelbroek GmbH shall immediately inform the contractor about the rectification of defects and the reasons.
9.7 Stapelbroek GmbH shall be entitled, in the case of contracts for work and services, to initially retain 10% of the settlement amount from partial invoices for any warranty defects. This provision shall not apply to the final invoice. If the contractor has performed all services and submitted the final invoice, Stapelbroek GmbH shall be entitled to retain 5% of the net final invoice amount as security against any warranty defects. The contractor shall be entitled to provide a corresponding warranty bond, in which case the respective final invoice amount shall be paid out concurrently against the handing over of a warranty bond of a bank or an insurance company approved as a customs guarantor. A guarantee shall only be accepted by Stapelbroek GmbH if it is made directly enforceable, unlimited in time and waiving the plea of anticipatory action.
9.8 The contractor assures Stapelbroek GmbH that deliveries and services do not infringe any rights of third parties, in particular no copyrights. Should a third party successfully claim injunctive relief against Stapelbroek GmbH, the contractor shall immediately indemnify Stapelbroek GmbH upon first request against all possible obligations to perform.
9.9 The following shall apply to all deliveries by the contractor from abroad (in whole or in part): The contractor warrants that all deliveries and services are properly declared, cleared, taxed, provided with the appropriate export information, and that the relevant documents and certificates such as inspection certificates, export and import licenses, etc. are attached. The contractor further warrants that the supplies and services are produced in compliance with the minimum standard of the UN Convention on the Rights of the Child from 20.11.1989 and that all legal regulations regarding the minimum wage are fulfilled.
9.10 The parties limit Stapelbroek GmbH's obligation to inspect and give notice of defects pursuant to § 377 HGB (German Commercial Code): Stapelbroek GmbH shall be entitled to give notice of defects of any kind within 25 working days after delivery.
§10 Anti-corruption regulations
10.1 The contractor is committed to take all necessary and reasonable measures to avoid corruption. This refers to employees and third parties. Any gratuities/kick-back transactions, monetary gifts or invitations that are not of a business nature are to be strictly avoided.
10.2 The contractor shall immediately inform Stapelbroek GmbH should any employee of Stapelbroek GmbH or any third party have requested the contractor to do or refrain from doing anything that violates corruption provisions, in particular asking for or promising any pecuniary benefits arising from and in connection with the performance of the agreement.
10.3 In the event that the contractor violates any corruption provisions, Stapelbroek GmbH shall be entitled to either terminate the contract without notice for good cause or to rescind the contract - in whole or in part. Should violations of corruption provisions by the contractor lead to damages at Stapelbroek GmbH, the contractor shall fully compensate such damages, including any lawyer's fees and court costs.
§11 Work safety and materials
11.1 The contractor shall be obliged to comply with all additional regulations regarding occupational health and safety for their employees, for third parties and for Stapelbroek GmbH's employees.
11.2 The contractor shall ensure that all national regulations of the country of destination are complied with for deliveries and services. This applies in particular to prescribed accident prevention measures (compliance with all safety and occupational health guidelines and rules, wearing of protective equipment, prohibition of the use of materials harmful to health, etc.).
§12 Restrictions on rights of retention and rights to refuse performance
12.1 Should the contractor invoke a right to refuse performance due to (alleged) default in payment, they shall be obliged to quantify and substantiate the amount in respect of which they wish to assert the right. Should Stapelbroek GmbH dispute the assertion in whole or in part, Stapelbroek GmbH shall be entitled to avert the assertion by a security deposit in the amount of the quantified amount.
12.2 Stapelbroek GmbH shall be entitled in such cases to optionally deposit money or to submit an absolute and unlimited guarantee waiving the defence of action in advance. The costs for the security shall be borne in each case by Stapelbroek GmbH or the contractor, in which the assertion of the right to refuse performance or the right of retention was justified or unjustified, which in the event of non-agreement shall be clarified by court proceedings.
§13 Transfer and offsetting
13.1 The transfer of claims or parts thereof by the contractor shall require Stapelbroek GmbH's consent in writing. Stapelbroek GmbH may only refuse consent if there are reasons for doing so.
13.2 Offsetting with counterclaims by the contractor shall only be permitted if the claims are undisputed, acknowledged or legally established.
§14 Confidentiality and customer protection
14.1 The parties mutually undertake to maintain confidentiality and shall only disclose information of any kind to third parties if this is necessary for the execution of the agreement. This shall be the case on Stapelbroek GmbH's side, in particular if the client requests relevant information and documents from Stapelbroek GmbH and on the contractor's side if their suppliers or banks request relevant information. The parties shall inform each other mutually as soon as they want or must pass on documents and information from and in connection with the respective order to third parties.
14.2 If a party breaches the confidentiality provision, it shall be obliged to pay the other party a contractual penalty in the amount of € 25,000.00 (in words: twenty-five thousand euros) for each case of breach; the defence of continuation is excluded.
14.3 The contractor irrevocably undertakes not to approach the clients of Stapelbroek GmbH, whether themselves or through third parties, directly or indirectly. The contractor shall respect the customer relationship between Stapelbroek GmbH and their final customer. In the event of any breach, the contractual penalty clause referred to in clause 1.2 above shall also apply.
§15 Environmental compatibility
15.1 The contractor commits to using only materials and procedures that comply with all legal requirements under environmental law.
15.2 Insofar as the contractor uses materials which may lead to health impairments (in particular adhesives, varnishes, gases, oils, etc.), the contractor shall inform Stapelbroek GmbH thereof separately and in writing. Upon the request of Stapelbroek GmbH, the contractor shall at any time be obliged to immediately provide Stapelbroek GmbH with relevant detailed information on products and product properties in writing.
§16 Data protection
16.1 The parties mutually undertake to comply with all regulations of the Basic Data Protection Regulation and the Federal Data Protection Act.
§17 Advertising ban
17.1 Without Stapelbroek GmbH's express prior written consent, the contractor is prohibited from naming or publishing the name and address of the clients of Stapelbroek GmbH, taking photographs, using text or reports of any kind, whether in paper or electronic format. In this respect, there is absolute client protection in favour of Stapelbroek GmbH.
17.2 Should the contractor intend to make publications from and in connection with the order, the contractor shall notify Stapelbroek GmbH thereof in good time and with appropriate justification. Stapelbroek GmbH shall then decide - if necessary, after consultation with the end client - whether publications shall be determined or not. If the contractor violates the aforementioned provisions, he shall be obliged to pay Stapelbroek GmbH a contractual penalty in the amount of € 25,000.00 in each case; the plea of continuation shall be excluded.
§18 Temporal validity of these terms and conditions of purchase
18.1 These terms and conditions of purchase shall apply to all agreements between Stapelbroek GmbH and the contractor, even if they are not expressly included again in each case.
18.2 Should the contractor no longer wish to be bound by the terms and conditions of purchase, they may object to their inclusion for the future in writing with a notice period of six months. Upon receipt of the written notice of termination by Stapelbroek GmbH, the terms and conditions shall then only apply for the notice period of six months. Any orders after the expiry of the six-month period shall then no longer be subject to the aforementioned terms and conditions.
§19 General regulations
19.1 Any amendments and supplements to these terms and conditions of purchase must be made in writing.
19.2 German law shall apply exclusively under exclusion of the UN Sales Law.
19.3 The exclusive place of jurisdiction for all disputes shall be the registered office of Stapelbroek GmbH, i.e. either at the District Court in Coesfeld or the County Court in Münster.
19.4 Should provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties are then required to replace an invalid clause with one that comes as close as possible to the purpose of the contract. This shall also apply in the event of a loophole.
19.5 The parties have discussed the above terms and conditions before acknowledging and signing them. Both parties acknowledge that they have each received a copy signed by both parties.
We agree to be bound by the above terms and conditions.
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Town, date
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Stamp and signature of the contractor/supplier
Edition: January 2021
@ Stapelbroek GmbH