General terms and conditions of purchase
Telelift GmbH: General terms and conditions of purchase (as per July 2019)
Our order number and part numbers should always be stated on invoices, delivery notes and all other correspondence. Without these details, it is unfortunately not possible for us to process them!
The following terms apply to all contracts, orders and any other services concluded between us and a supplier. This is also the case if we do not explicitly refer to them when concluding further contracts. The supplier’s general terms and conditions of business do not apply to us, even if we have not explicitly stated that this is the case. Only our general terms and conditions of business and general terms and conditions of purchase apply.
II. Quotations, orders and confirmation of orders
- As a matter of principle, quotations must be provided free of charge. We will not pay for quotations.
- Only orders placed in writing are legally binding. Any agreements made by telephone or otherwise orally require written confirmation. In individual cases, the order standards and drawings we supply, including details of tolerances, are binding. By accepting an order, the supplier acknowledges that he has inspected the plans provided and understands the type of design and scope of service. In the event of any apparent errors, typing errors or calculation errors in the order itself, as well as in the documents, drawings and plans we supply, we are not bound by such errors. The supplier is obliged to inform us about any such errors, so that we can correct and resubmit our order. This also applies to any documents or drawings that are missing.
- We are only bound by orders when they are confirmed to us in writing, stating a fixed delivery date, within five working days of the order being received by the supplier, unless otherwise has been agreed in individual cases.
- Deviations in quantity and quality compared to the text and content of our order, as well as any other later contractual changes, are only accepted as being agreed if we have given our express written confirmation. The consequences, especially in regard to additional costs or reduced costs, should be agreed amicably.
- Drawings, tools, samples, models, trademarks and packaging or similar, as well as finished and semi-finished goods that have either been supplied by us or manufactured for us, remain our property and must not be supplied to third parties without our express written permission. Unless subject to other agreements in individual cases, such items must be returned to us, without prompting by us, immediately after the order has been fulfilled. Products manufactured or identified using such production materials, trademarks and packaging must not be supplied to third parties without our express written permission.
III. Order processing
The supplier carries out internal order tracking and ensures that his subcontractors also perform continuous order tracking.
In the event that disruption occurs which will affect delivery dates or quantities, the supplier must take necessary steps. If it becomes apparent that, despite the steps taken, agreements or promises cannot be honoured, the supplier must immediately, and on his own initiative, inform Telelift of this in writing and provide a new delivery date/delivery quantity.
The new delivery date is only valid when it has been confirmed by us. We expressly reserve the right to claims arising from default. Clause V of these general terms and conditions of purchase also applies.
IV. Prices, invoices and payment terms
- The agreed prices are fixed prices. If prices per weight have been agreed, the net weight that we state is used as the basis of the calculation.
- Prices can only be altered after a contract has been concluded if it can be demonstrated that the supplier’s costs have increased due to our request for changes.
- Prices include delivery costs and packaging costs and all public taxes resulting from the delivery, in particular customs charges, although excluding VAT. VAT must be stated on invoices separately, at the relevant legally applicable amount.
- Payment and discount terms commence from receipt of the invoice, however not before the goods have been received or the services have been accepted, and in the event that documentation or test certificates (test reports) or similar documents are included in the scope of delivery, not before these have been transferred to us in accordance with the contract.
- Invoices must comply with legal requirements, and among other requirements must contain the tax number or VAT number issued. In the event that invoices do not include legal or VAT-related information, we are entitled to return them to the sender unpaid.
- Invoices must be submitted after delivery has been made. They must include all order details and details of the scope of delivery. Unless anything to the contrary has been agreed in writing, payments will be made within 30 days of receipt of the delivery and invoice with 3% discount, or within 60 days of receipt of the delivery and invoice. Clause IV.4 also always applies. Payments are strictly net.
- Offsetting rights and rights of retention are available to us to the extent permissible by law.
- We make payments with the proviso that they are subject to adjustment if complaints later arise.
- In the case of advance payments, we are entitled to demand a bank guarantee.
- Claims against us can only be assigned with our written permission.
V. Deliveries, services and default
- The agreed delivery periods and deadlines are binding. They commence from the date of the order. The goods must be received by us at the stated receiving point within the delivery period/on the delivery date. The supplier is in default if the agreed delivery deadline is not honoured. In the event that no agreement is in place, the supplier is in default if he does not honour the usual delivery time appropriate in the circumstances. The supplier is obliged to reimburse us the damages caused by the default. Furthermore, if a deadline is not met, we are entitled to withdraw from the contract and/or to demand damages. In the event that delays can be expected, the supplier must notify us of this immediately and wait for our decision on upholding the order. The implicit acceptance of a delayed delivery or delayed provision of a service does not imply release from the claims due to us resulting from delayed delivery or delayed provision of services.
- In all remaining cases where a delivery deadline has been exceeded or a delivery is impossible, we are entitled to demand damages or to assert any other warranty claims. Irrespective of other legal claims, we reserve the right to either demand delivery and damages as a result of late delivery or damages resulting from non-delivery, or to withdraw from the contract.
- In the event of delayed delivery, and unless otherwise has been agreed in writing, as well as fulfilment of the contract, we are also entitled to demand an additional contractual penalty representing 0.3% of the delivery value per working day, however representing no more than 5% of the delivery value.
- Partial deliveries are in principle not permitted, unless we have agreed otherwise in writing. We only accept the agreed quantities or numbers of items. Over-deliveries or under-deliveries are only permitted after obtaining our prior written agreement.
- Early deliveries must only be made with our written consent, and do not affect the agreed payment deadline.
- The supplier is responsible for all delivery delays caused by his subcontractors.
- The supplier is obliged to observe all applicable provisions governing the items supplied and their use in Germany, as well as relevant provisions issued by the EU, NAFTA, ASEAN, their respective member countries and relevant provisions issued by China, Japan, the Russian Federation and South Korea, in particular the provisions governing the prevention of accidents, occupational safety, protection of the environment and the safety of machinery.
- In the event that the supplier breaches any of the above-mentioned obligations, the supplier is responsible for bearing all resulting damages or expenses.
- Deliveries and services provided must comply with legal regulations, in particular safety-related and environmental regulations, including the German Ordinance on Hazardous Substances (GefStoffV), the Electrical and Electronic Equipment Act (ElektroG) and the safety recommendations of the relevant responsible German expert committees or professional associations, such as VDE, VDI or DIN. The relevant certificates, test certificates and documentary evidence must be supplied with deliveries free of charge. With all deliveries, the supplier must comply with all relevant applicable legal regulations issued by the European Union and the Federal Republic of Germany, for example the REACH Directive.
- Our dispatch instructions must be observed. The supplier bears any costs arising from non-observance of our dispatch instructions. The same applies to additional costs resulting from express transport which becomes necessary due to circumstances for which the supplier is responsible. We only recognise costs for additional transport insurance if this has already been agreed with us in writing.
- Deliveries are only accepted at our premises Monday to Thursdays 07:30 to 16:00 and Fridays 07:30 to 12:00.
- Deliveries are made free of charge, at the supplier’s own cost, to the receiving point we specify. If, as an exception, we will bear the transport costs, the supplier must select the mode of transport that we choose; otherwise the mode of transport and delivery type that is cheapest for us.
- Risk is only transferred to us when goods are accepted by us at our receiving point.
- Packaging is included in the price. If, as an exception, otherwise has been agreed, the packaging must be invoiced at your own cost price. The supplier must select the packaging material we specify, and must ensure that the packaging protects the goods against damage. In the event of return, at least two thirds of the invoiced value must be credited. In the event of reusable packaging, the contractor must provide the packaging on loan. Returns are at the contractor’s cost and risk.
- All transport units must feature a main tag (master label) including the following information: Telelift’s part number, item description, supplier name, quantity per packing unit and batch.
VII. Quality, acceptance and notification of defects
- The supplier is obliged to observe the technical data we require for our deliveries, and also to observe the respective applicable regulations on the prevention of accidents, VDE regulations, applicable legal provisions plus the latest recognised technological standards.
- In order to secure the quality of his deliveries, the supplier must carry out a quality inspection appropriate to the type and scope of the delivery.
- With regard to measurements, quantities and quality, the values determined by our incoming goods inspection and quality assurance are decisive.
- The supplier waives his objection to a belated notification of complaint and his objection to unconditional acceptance.
- In the event of defects, we reserve the right to withhold an appropriate proportion of payment.
VIII. Liability and warranty
- The supplier assumes the obligation to ensure that goods, including packaging and labelling, meet our specifications. Our order/contract will be executed professionally and properly in accordance with the relevant current technological standards.
- We will notify the supplier immediately if defects or poor workmanship become apparent during the normal course of business. Clause V4 applies accordingly. In the event that defective goods are supplied, we will grant the supplier the opportunity to remedy this (improvement/resupply). We have the right to specify which of these. Under the terms of Section 439, Clause 2 of the BGB (German Civil Code), the supplier has the right to refuse to carry out the type of remedy we specify. We are entitled to reduce the purchase price or to withdraw from the contract if we have already set an appropriate deadline for remedying the problem, and which has not been honoured. In urgent cases, and after informing the supplier, we are entitled to carry out improvements ourselves or engage a third party to do so. The supplier must reimburse us the expenses so incurred.
Furthermore, we are also entitled to demand damages. This applies both in cases of a breach of duty in respect of a major obligation as to breach of a secondary obligation. In the event of damages, the supplier is obliged to reimburse us for damages occurring directly and/or indirectly as a result of a defect. This also includes reimbursement of consequential damages. In principle, the supplier is only liable for damages if he is culpably responsible for the damage. When accepting a procurement risk and/or warranty, the supplier is liable, regardless of culpability.
- In principle, the warranty period is two years from acceptance of the supplied goods. It is extended accordingly if we are obliged to offer our customers longer warranty periods. In such cases, we will inform the supplier about the extended warranty periods. If any claim is brought against us as a result of recourse to Section 478 of the BGB (German Civil Code), the periods regulated there will apply.
- In the event of defects of title, the supplier releases us from any possible claims arising from third parties. The legal warranty period applies.
- In the case of parts refurbished or repaired during the warranty period, the limitation period commences again from the moment in which the rectification works were carried out.
- If, as a result of defective deliveries or other poor workmanship, any costs occur for us, in particular, transport costs, material costs and labour costs, these shall be reimbursed by the supplier.
- If a defect becomes apparent within a period of six months of the transfer of risk, it will be assumed that the defect was already present at the time the risk was transferred.
- If any claims are brought against us under foreign law in respect of product liability or similar liability principles, the supplier shall reimburse us all damages wherever his deliveries or conduct were the cause of these. In respect of this claim, the supplier waives his plea of the statute of limitations, provided that claims can be made against us ourselves.
IX. Property rights
The supplier is liable for ensuring that no patents or other property rights are infringed by the goods he supplies and which we sell. The supplier releases us and our customers from all claims arising from the use of such property rights. This does not apply where the supplier has manufactured the goods in accordance with drawings, models or any other descriptions or instructions that amount to such, and where he does not know, or in the context of the products he has manufactured cannot know, that property rights were infringed as a result.
X. Force majeure
War, civil war, export restrictions or trade restrictions resulting from a change in political circumstances, as well as strikes, lockouts, operational disruption, operating restrictions and similar events which make it impossible or unreasonable for us to fulfil the contract are classed as force majeure, and release us from the obligation for timely approval for the duration of their existence. The contractual parties are obliged to keep each other informed and to adapt their obligations to the changed circumstances.
XI. Supplier declarations
- An essential component of contracts arising from these terms and conditions of purchase is the obligation to submit supplier declarations in accordance with Regulation EC 1207/2001. If long-term supplier declarations are used, changes to the originating status must be provided to us unprompted with the relevant order confirmation.
- If it transpires that the supplier declarations are not sufficiently informative or are erroneous, and as a result, or for other reasons, we are required by customs authorities to present an information sheet INF4, the supplier is obliged upon request to immediately supply us with an error-free, complete information sheet INF4 confirmed by the customs authorities and detailing the origin of the goods.
- If we or our customers are still charged by customs authorities as a result of our own declarations of origin being missing, or if we or our customers incur any other pecuniary disadvantage, and if the error is the result of incorrect details of origin made by the supplier, the supplier shall be liable.
- Material we provide remains our property. It must be stored separately as such, and must only be used for our orders. In the event of loss of value or loss of the material, the supplier is liable without fault. In each state of the manufacturing process, objects that have been produced using the material provided by us are our property, on a proportional basis. The supplier stores these objects for us. The purchase price includes the cost of storing the objects and materials for us.
- Transfer of risk is according to the agreed delivery terms. Unless nothing to the contrary has been agreed, the risk is transferred to us when the goods are delivered to the agreed point.
XIII. Trade secrets/Data protection
- The supplier is obliged to treat our orders and all related commercial and technical details as trade secrets.
- All data transferred by the supplier to us will be stored under observance of the respective currently applicable data protection regulations.
XIII. Integrity clause
- As part of the contractual relationship, we commit ourselves to refraining from any kind of corruption, both among ourselves and in dealings with third parties. We also commit ourselves to take all necessary measures, including organisational measures, to prevent corruption. This includes instruction of all relevant employees and any other contracted persons.
- In its broadest sense, corruption means any seeking or accepting, offering or granting, facilitating or non-disclosure of improper payments or any other such benefits.
- If the supplier infringes this integrity clause, we are entitled to withdraw from the contract for cause. Other claims (including legal claims) against the supplier, in particular claims for damages, remain unaffected by this.
XIV. Law, jurisdiction and place of fulfilment
- This contract shall be governed exclusively by German law, under exclusion of the Convention on the International Sale of Goods.
- The place of jurisdiction is Munich, even in the event of direct delivery to the customer.
- In the case of all disputes arising from this contractual relationship, and if the supplier is a registered trader, a legal entity under public law or a special fund under public law, legal proceedings must be instituted at Munich District Court or Munich Regional Court. We are also entitled to institute proceedings at the supplier’s seat of business.
- Place of fulfilment for all deliveries is Maisach. If a different intended destination is specified in an order, this counts as the place of fulfilment. Place of fulfilment for payments is Maisach.
XV. Final clauses
- Ancillary agreements must be made in writing to be effective.
- If the supplier’s rights and obligations resulting from the concluded contract are transferred to us, our written agreement is required for this to be effective.
- Should any of the provisions of these general terms and conditions of purchase be found to be invalid, or become invalid, the remaining provisions remain unaffected. In place of the invalid provision, a provision shall apply which achieves the commercial and legal purpose intended by the invalid provision.