§ 1 Scope
- These General Terms and Conditions of Purchase (hereinafter "GTCP") apply to all deliveries and services (hereinafter "Services") of a supplier (hereinafter "Contractor") to Seifert Logistics GmbH and the domestic companies affiliated with this company (hereinafter "Seifert") within the meaning of s. 15 AktG (German Stock Corporation Act). Transport orders are exclusively governed by the "General Terms and Conditions for Transport Orders Placed by Seifert Logistics Group".
- The GTCP only apply if the Contractor is an entrepreneur within the meaning of s. 14 of the German Civil Code (BGB). The Contractor's general terms and conditions of business do not apply as a matter of principle. This also applies if reference is made to such general terms and conditions by the Contractor when individual orders are placed.
- These GTCP apply accordingly to work and services. In case of work and services, acceptance of work performances and acceptance of service replaces acceptance of the delivered products. Any further rights in accordance with legal provisions or other agreements in addition to the correspondingly applicable provisions of these GTCP Seifert may be entitled to remain unaffected.
§ 2 Placing of orders and technical documents
- Orders placed by Seifert must be in writing or text form.
- Seifert is entitled to revoke orders free of charge if the Contractor does not confirm these to Seifert unchanged within three (3) working days after receipt at least in text form. The Contractor must point out obvious errors (e.g. spelling and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance; otherwise the contract will be deemed not to have been concluded.
- If drawings and/or electronic models are provided, the data on the drawing always apply in case of doubt.
- Within the framework of ongoing business relations, the Contractor must inform Seifert in writing, without being requested to do so, of any significant product change in advance, with a lead time of at least 3 weeks. In case of an ongoing delivery or a delivery after product release, the Contractor is furthermore obliged, in the case of any change in the production conditions in their company and/or deviations from contractual specifications with regard to production, standards to be complied with, raw materials to be used, labelling and other product-relevant properties and information, as well as in the case of the replacement of raw materials, tools, machines and/or the introduction of new production processes, to examine the delivery item for all deviations and changes and to notify Seifert of such deviations and changes immediately in text form. If the Contractor fails to provide such notification in the aforementioned cases, s. 377 of the German Commercial Code (HGB) does not apply even if the changed condition of the delivery item leads to a defect.
§ 3 Deadlines and consequences of exceeding deadlines
- Dates and deadlines for the services stated in the order or otherwise agreed are binding. If delays are to be expected or have occurred, the Contractor must notify Seifert immediately in writing or in text form, stating the reasons.
- If the Contractor does not provide their services or does not provide them on time or if they are in default, the rights of Seifert - in particular to withdrawal and compensation for damages - are to be determined in accordance with the statutory provisions. The provisions under no. 3 below remain unaffected.
- If the Contractor is in default, Seifert may - in addition to further legal claims - also demand lump-sum compensation for the damage caused by such default in the amount of 0.5% of the net price per completed calendar week, but in total not more than 5% of the net price of the delayed performance. Seifert reserves the right to prove that a higher damage has occurred. The Contractor reserves the right to prove that no damage at all or only significantly less damage has occurred
§ 4 Performance, delivery, passing of risk, default of acceptance
- The Contractor is not entitled to have the service owed by them provided by third parties (e.g. subcontractors) without the prior written consent of Seifert. The Contractor bears the procurement risk for their services unless otherwise agreed in individual cases (e.g. limitation to stock).
- Delivery will be made "free domicile" within Germany to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery will be made to the place of business of the commissioning Seifert company. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to be performed at the contractual partner's place of business).
- For deliveries, a delivery note stating the date (issue and dispatch), the content of the delivery (article number and quantity) and the Seifert order identifier (date and number) must be enclosed. If the delivery note is missing or incomplete, Seifert will not accept responsibility for any delays in processing and payment resulting from this. Separately from the delivery note, a corresponding dispatch note with the same content is to be sent to Seifert.
- The risk of accidental loss and accidental deterioration of goods passes to Seifert upon handing over at the place of performance. Insofar as acceptance has been agreed, this is decisive for the passing of the risk. In all other respects, the statutory provisions of the German Law on Contracts for Work and Services also applies in the event of acceptance.
- Commissioning or use do not replace the declaration of acceptance by Seifert.
- Ownership of the delivered goods passes to Seifert after payment. Any extended and expanded retention of title is excluded.
- Partial deliveries and/or services require the express prior consent of Seifert.
- As a rule, goods will be delivered in standard, commercially available disposable packaging. If reusable packaging is used, the Contractor must provide the packaging on loan. Its return will be at the expense and risk of the Contractor. If Seifert agrees, as an exception, to bear the packaging costs, these are to be charged at the proven cost price. Careful use of resources and energy are to be observed at all times.
- If the Contractor provides services on the premises of Seifert, they are obliged to comply with the instructions on safety, environmental protection, fire protection and efficient use of energy for external parties as amended from time to time.
§ 5 Prices
- The price stated in the order is binding. All prices include statutory value added tax unless shown separately.
- Unless otherwise agreed in the individual case, prices include all services and ancillary services required for the complete performance of the service to be provided, such as costs for auxiliary materials, freight, customs duties, packaging material and its removal, transport or necessary special transport to the place of use determined by Seifert, as well as all expenses for the performance of ready-for-use assembly and installation work.
- Invoices must be created with reference to the order number and item and sent electronically in PDF format to Seifert. Invoices must comply with the respective legal provisions, in particular the requirements pursuant to s. 14 (4) German VAT Act (UStG) must be met.
- The agreed price is due for payment within 30 calendar days of complete delivery and performance (including acceptance, if applicable) and receipt of a proper invoice. If Seifert pays within 14 calendar days, the Contractor will grant a 3% discount on the net amount of the invoice. In the case of bank transfer, payment is deemed to have been made in due time if the transfer order is received by Seifert's bank before expiry of the payment deadline; Seifert is not responsible for any delays caused by the banks involved in the payment process.
- The Contractor only has a right of set-off or retention on the basis of counterclaims that have become res judicata (non-appealable) or are undisputed.
§ 6 Defects
- In the event of defective performance and other breaches of duty by the Contractor, the legal provisions and - exclusively for the benefit of Seifert - the following supplements and clarifications apply.
- The Contractor is obliged to carry out a quality control during production and an outgoing goods inspection and must therefore comprehensively check the quality of their deliveries and services.
- Defective services are to be replaced immediately by flawless services or repeated free of defects.
- Any rectification of defective services requires the consent of Seifert.
- Notwithstanding the legal rights (in particular withdrawal, reduction as well as compensation for damages and expenses), Seifert may, at their own discretion, remedy the defect themselves or have it remedied by a third party and demand from the Contractor the expenses required for this and a corresponding advance payment if the Contractor has not remedied the defect by rectification or replacement delivery even within a reasonable period of grace granted to the Contractor and the Contractor does not justifiably refuse subsequent performance.
- In urgent cases, in particular if operational safety is endangered or to avert exceptionally high damage or to remedy minor defects, Seifert is entitled, after prior information of the Contractor and expiry of a grace period which is reasonably short for the situation, to remedy the defect and any resulting damage themselves or to have it remedied by a third party at the Contractor's expense. This also applies if Seifert has to remedy a defect immediately in order to avoid their own delay in delivery and thus higher damage.
- The limitation period for claims by Seifert arising from material defects and defects of title is 36 months from the passing of the risk.
§ 7 Liability of Seifert
Except in cases of breach of essential contractual obligations for claims arising from product liability and in the case of culpably caused damage to life, limb and health, claims for damages - for whatever legal reason - may only be asserted against Seifert in case of intentional and grossly negligent actions on the part of Seifert.
§ 8 Product liability
- If the Contractor is responsible for product damage, they will indemnify Seifert against claims by third parties to the extent that the cause lies within their sphere of control and organisation and they are themselves liable in relation to third parties.
- Within the scope of their duty to indemnify, the Contractor has to reimburse expenses pursuant to ss. 683, 670 German Civil Code (BGB) arising from or in connection with a third party claim including recall actions carried out by Seifert. Seifert will - as far as possible and reasonable - inform the Contractor about the content and scope of recall measures and give them the opportunity to comment thereon. Further legal claims remain unaffected.
- The Contractor is to take out and maintain product liability insurance with a lump sum coverage of at least EUR 5 million per personal injury/property damage.
§ 9 Property rights
- The Contractor guarantees that no third-party rights, in particular no patent and property rights, are infringed in connection with their services. If a claim is made against Seifert by a third party due to such an infringement of rights, the Contractor is obliged to indemnify Seifert from these claims. All expenses necessarily incurred by Seifert from or in connection with the claim by such third party are to be reimbursed. The assertion of further rights remains reserved.
- The limitation period for these claims of Seifert is 10 years, beginning with the conclusion of the relevant individual contract.
§ 10 Legal provisions, audits
- Within the scope of concluded contracts, the Contractor must comply with all statutory provisions and requirements of the respectively relevant legal system at the place of manufacture and delivery, even if they are not explicitly mentioned in these GTCP.
- The Contractor is to grant Seifert a right to audit the human rights and environment-related legal obligations. The Contractor ensures that Seifert may also conduct a corresponding audit at the Contractor's suppliers and sub-suppliers if required. The Contractor indemnifies Seifert against all third-party claims relating to a violation of legal provisions by the Contractor.
§ 11 Hazardous and declarable substances
- If a delivery contains goods that are to be classified as hazardous goods or hazardous substances in accordance with the applicable regulations, the Contractor must inform Seifert of this in text form or in writing at the latest in the order confirmation. The required current safety data sheets are to be enclosed with the consignments.
- Insofar as the Contractor supplies products within the meaning of Article 3 of EC Regulation No. 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation), they are responsible for ensuring that they sufficiently comply with their obligation to pass on certain information in accordance with Article 33 of the REACH Regulation. If the Contractor supplies products the product components of which contain declarable substances, they must comply with the respective legal obligations at the place of manufacture and delivery and indemnify Seifert against such claims. Insofar as declaration obligations exist, these must be declared to Seifert in accordance with the specifications at the latest at the time of the first delivery, if no further-reaching legal obligations and specifications exist.
§ 12 Means of production (models, samples, tools, etc.)
- Insofar as manufacturing equipment has been paid for in whole or in part by Seifert, the Contractor is to transfer ownership to Seifert. The delivery is replaced by a loan relationship which is hereby agreed and on the basis of which the Contractor is entitled to possession of the manufacturing equipment until revoked.
- As regards the planned output quantity, the costs for care, maintenance and partial renewal of the manufacturing equipment are to be borne by the Contractor.
- The manufacturing equipment may only be changed after prior written consent by Seifert. It is to be kept separately and the ownership of Seifert must be marked on the manufacturing equipment itself and in the Contractor's books. It may not be used for own purposes or made accessible to third parties. The Contractor must insure the manufacturing equipment at their own expense at the replacement price against fire, mains water, storm, hail, theft and vandalism.
- Unless otherwise agreed and unless the Contractor does not have to fulfil current orders, Seifert may demand the return of the manufacturing equipment at any time. The Contractor is not entitled to a right of retention.
§ 13 Import and export
- In the case of services provided from an EU member state outside Germany, the Contractor must provide their EU VAT identification number. If the Contractor is domiciled in a member state of the European Union, they are to deliver the supplies duty paid, subject to other agreements between the parties.
- The Contractor must, in any case, comply with the foreign trade regulations (in particular the export control and customs regulations) applicable in the country of delivery or at the Contractor's registered office and - if applicable - the regulations of the United States of America. In all sales documents enclosed with the deliveries (delivery note, invoice, etc.), the Contractor is to mark services requiring an export licence or subject to US (re-)export regulations with the corresponding classification (export list item, number of the European Dual-Use List or Export Control Classification Number) as well as indicate the applicable statistical number (HS code) and the country of origin. The Contractor is obliged to submit all declarations and information required under Regulation (EC) No. 1207/2001, to permit inspections by the customs authorities and to obtain the necessary official confirmations at their own expense.
- If the services owed are technologies in the sense of technical knowledge which are subject to the US export control regulations (EAR, ITAR), the European Dual Use Regulation or the German Export List, the Contractor is obliged to inform Seifert of this in writing or in text form.
§ 14 Confidentiality, data protection
- The Contractor is obliged to treat as confidential and not disclose to third parties any and all information that becomes known to them during the performance of the services and that is not publicly accessible, in particular business secrets within the meaning of s. 2 No. 1 German Law on the Protection of Trade Secrets (GeschGehG). The information may only be used for the purpose of providing the services.
- The Contractor is also to impose this confidentiality obligation on other legal entities of which they avail themselves in the performance of their duties.
- Both Parties are obliged to comply with the relevant data protection regulations in each case, in particular the European General Data Protection Regulation (GDPR).
$ 15 Compliance
The Contractor undertakes to comply with the legal provisions applicable to their business. They are to support and respect the principles of the Global Compact ("UNGC"), the United Nations Universal Declaration of Human Rights and the International Labor Organization's 1998 Declaration on Fundamental Principles and Rights at Work in accordance with national laws and practices. In particular, the Contractor must in their business
- not employ children or use forced labour,
- comply with the respective national laws and regulations on working hours, wages and other employer obligations,
- comply with applicable occupational health and safety regulations and provide a safe and health-promoting work environment to maintain the health of employees and prevent accidents, injuries and work-related diseases,
- refrain from any discrimination based on race, religion, disability, age, sexual orientation or gender,
- comply with international anti-corruption standards as set out in the UNGC and local anti-corruption and anti-bribery laws,
- comply with all applicable environmental laws and regulations,
- request their business partners and subcontractors to also base their actions on the aforementioned principles and to make appropriate efforts in the supply chain to ensure compliance with the aforementioned principles, in particular human rights and environmental standards, in order to prevent any related risks.
$ 16 Final Provisions
- German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the reference provision of German Private International Law.
- The city of Ulm is the exclusive place of jurisdiction for any and all disputes.
- These GTCP are available in German and English. In the event of any discrepancies or contradictions between the two versions, the German version prevails.