Our terms and conditions are the basis for a conflict-free cooperation with our suppliers
§ 1 Scope
(1) The following terms and conditions of the purchaser shall apply to all contracts for the delivery of goods concluded between the purchaser and the seller. The purchaser shall not be bound by seller terms and conditions which diverge in substance from these terms and conditions not even if such seller terms and conditions have not been expressly excluded.
(2) All agreements related to purchase agreements reached by the purchaser and seller have been set down in writing in the purchase agreements and these terms and conditions.
§ 2 Offer, Conclusion of Contract, Placement of Orders
(1) If the seller fails to accept a purchase order within two weeks of its receipt, the purchaser shall be entitled to revoke such order at any time if said order has not been confirmed in writing.
Orders shall only be binding if placed in writing. Declarations made by telephone or verbally shall only be valid if confirmed in writing. Unless specified otherwise in the order, our terms of purchase shall be authoritative. Supplier conditions which differ in substance from these shall only be valid if acknowledged as such by us in writing. All acknowledgements of order shall include our purchase order number.
(2) Calculations, plans, drawings and other documents which form part of the order shall remain the property of the purchaser who shall also retain all copyrights to such documents. If the purchaser fails to accept the seller's offer within two weeks of its receipt, these documents shall be promptly returned to the purchaser.
(3) Price increases shall be subject to our written approval. If prime costs are substantially reduced, we shall be entitled to request a corresponding reduction in purchase prices.
§ 3 Payments
(1) The agreed prices are fixed prices, carriage paid. Unless otherwise agreed, packaging costs are included in the price. Prices are inclusive of statutory valued added tax. All invoices must bear the purchase order number issued by the purchaser.
(2) Payment shall be made within 14 working days at a 3% early settlement discount, by the 25th of the following month at a 2% early settlement discount or within 45 days at no discount. The period shall commence upon receipt of the contractual performance and correct and auditable invoice. If premature deliveries are accepted invoices for the same shall be due for settlement in accordance with the originally agreed delivery date. Invoices shall be sent in duplicate.
(3) The purchaser shall be entitled to exercise its full statutory offsetting and retention rights. The purchaser shall be entitled to assign all claims arising from the purchase agreement without the consent or approval of the seller. The seller shall only assign claims arising from the contractual relationship to third parties with the prior written consent of the purchaser.
§ 4 Delivery Period, Shipment
(1) The delivery period specified in the purchase order by the purchaser and the stipulated delivery date shall be binding on the seller. The delivery period shall begin to run from the day on which our purchase order is placed. We shall be notified promptly should it become apparent to the seller that delivery will be delayed.
(2) If the seller defaults in due delivery, the purchaser shall be entitled to assert its statutory claims. If the purchaser asserts claims for compensation, the seller shall be entitled to offer evidence demonstrating that the seller is not responsible for the breach of obligations.
(3) Shipments made by truck shall only be accepted in the hours of 7 a.m. to 1 a.m. Mondays to Fridays. Our purchase order number must be included on all shipping documents. The supplier shall be liable for all damages or costs incurred by us as a result of a failure to comply with our regulations or as a result of defective packaging or loading of transported goods. The quantity and weight figures determined during our inspections shall be authoritative. Goods shall be transported at the risk of the supplier.
§5 Warranty / Liability
(1) The purchaser shall inspect the subject matter of the contract upon delivery by the seller within a reasonable period of time for nonconformities in quality or quantity and shall notify defects to the seller accordingly. Obvious defects shall be deemed to have been notified in good time if such notification is received by the seller within five working days of delivery of the goods. Hidden defects shall be deemed to have been notified in good time if such notification is received by the seller within five working days of the discovery of such defects.
(2) The purchaser shall be entitled to assert its statutory warranty rights against the seller. The seller shall be liable to the purchaser as defined in law. In the case of immanent danger the purchaser shall be entitled to remedy the defects itself at the cost of the seller.
(3) The period of limitation for warranty claims shall be three years as of delivery.
(4) All deliveries shall be made in compliance with the ISO 9000 ff quality system. The most recent standard shall apply.
§ 6 Liability of Seller / Insurance Cover / Withdrawal from Contract
(1) If claims for compensation are asserted against the purchaser by third parties on the basis of product damages for which the seller is responsible, the seller shall indemnify the purchaser on first demand against all third party claims, including for the necessary costs of warding off such claims if the seller believes the grounds for the same are in its area of control and organisation.
(2) If the purchaser is required to carry out a recall campaign as a result of damages as defined in Section 6(1), the seller shall reimburse the purchaser for all costs incurred in connection with the relevant recall campaign. In this respect the purchaser shall, to the extent possible and if reasonably possible in the time, inform the seller about the contents and scope of the recall campaign and request a statement in response from the seller. More extensive statutory claims asserted by the purchaser remain unaffected.
(3) The seller shall take out and maintain liability insurance and product liability insurance cover for a reasonable sum to cover personal injuries and property damages. More extensive statutory claims asserted by the purchaser remain unaffected.
(4) If claims are asserted against the purchaser by third parties as a result of an infringement by the delivery made by the seller of third party property rights, the seller shall indemnify the purchaser on first demand against all third party claims, including for the necessary costs incurred by the purchaser in relation to the third party claims and actions to ward off such claim. The purchaser shall only be entitled to acknowledge third party claims and/or to reach agreements in this respect with third parties with the written approval of the seller. The statutory limitation period for such claims to indemnification shall be three years commencing as soon as the purchaser becomes aware of third party claims.
(5) Unforeseen events for which we are not responsible which seriously affect or disrupt our business operations or those of our customers, as well as labour disputes, operational disruptions, restricted working and similar incidents which substantially reduce consumption shall entitle us to withdraw from the contract in whole or part or to delay the timing of acceptance.
§7 Reservation of title
(1) All parts and tools made available by the purchaser (reserved goods) shall remain the property of the purchaser. If the seller processes or transforms the same in any way, this shall be undertaken on behalf of the purchaser. If the purchaser's reserved goods are processed with goods which are not the purchaser's property, the purchaser shall acquire co-title to the new object in the ratio of the value of the supplied reserved goods to the other processed goods at the time of processing. The same shall apply if goods provided by the purchaser are inseparably mixed with goods which do not belong to the purchaser. If objects are joined in such a way that the purchaser's goods are to be regarded as the principle good, the seller shall transfer proportionate co-title to the purchaser. In all cases the seller shall exercise sole proprietorship and/or co-title of the purchaser on behalf of the latter.
(2) Tools provided by the purchaser shall only be used by the seller for purposes relating to the goods ordered by the purchaser and shall be insured against damage by fire, water and theft by the seller at the latter's cost. The seller herewith assigns all claims arising from such insurance cover to the purchaser – the purchaser herewith accepts such assignment. Maintenance and repair work on such tools shall be undertaken by the seller in accordance with the applicable user instructions at the latter's own cost.
(3) All tools, parts and documents received from the purchaser shall only be used by the seller for purposes other than those specified in this contract and/or passed on to third parties or made accessible to the same with the written approval of the purchaser. The seller shall return these to the purchaser at its own cost without delay on completion of the relevant contract.
§ 8 Legal Venue / Place of Performance / Final Provisions
(1) The place of performance and exclusive legal venue for all supplies and payments and all disputes arising between the contracting parties from the contracts concluded between them shall be Metzingen or the Bad Urach Local Court (Amtsgericht) holding jurisdiction for both parties to the extent the seller is a registered trader as defined in the German Commercial Code (HGB).
(2) The relationships between the contacting parties shall be exclusively subject to the law of the Federal Republic of Germany.
(3) If any provisions should be or become ineffective, this shall not affect the validity of the remaining provisions.
Are you interested in becoming a Wepuko PAHNKE GmbH supplier? Please read the following important information.
Our suppliers must meet the following requirements:
- You must be certified to DIN 9001xx
- You are able to comply with fixed deadlines and respond flexibly to our requirements
- You can provide us with your documents and catalogues in electronic form
- You provide optimum consulting and support on request
- You are always endeavouring to make your products even better