Supplier information

1.1The Purchaser places orders exclusively on the basis of its General Purchasing Conditions; the Purchaser does not accept any conflicting conditions of the contractual partner or conditions deviating from the Purchaser's purchasing conditions, unless the Purchaser has agreed to their application exclusively in writing. Acceptance of the Supplier's deliveries and services without objection, as well as payments by the Purchaser, do not constitute consent to conflicting conditions of the Supplier.

1.2The Purchaser's General Purchasing Conditions also apply to all future business with the Supplier.

1.3In addition to these purchasing conditions, the statutory provisions apply.

2.1Orders, delivery call-offs, contracts of any kind as well as their amendments or supplements are only effective if they are made in writing or by remote data transmission or by machine-readable data media or by fax.

2.2Cost estimates are binding and are not remunerated unless expressly agreed otherwise.

2.3If the Supplier does not accept the orders within 2 weeks of receipt, the Purchaser is entitled to withdraw them. Delivery call-offs become binding if the Supplier does not object within 5 working days of receipt.

3.1The agreed delivery date is binding. For deliveries without assembly or installation, timeliness is determined by receipt at the delivery address specified by the Purchaser; for deliveries with installation or assembly and for services, it is determined by their acceptance.

3.2In the event of a foreseeable delay to a delivery or service, the Supplier is obliged to notify the Purchaser in writing without delay.

3.3If shipments have to be expedited due to the fault of the Supplier, the resulting additional costs are borne by the Supplier.

3.4Acceptance of a late delivery or service without reservation does not constitute a waiver of the claims for compensation to which the Purchaser is entitled on account of the late delivery or service.

3.5Subject to proof to the contrary, the quantities, weights and dimensions determined by the Purchaser during incoming goods inspection are decisive.

3.6For software that forms part of the scope of the product delivery, including its documentation, the Purchaser has, in addition to the right of use to the extent permitted by law (Sections 69a et seq. of the German Copyright Act), the right to use it with the agreed performance characteristics and to the extent required for contractual use of the product. The Purchaser may also make a backup copy without an express agreement.

3.7If the Supplier is in default as a result of exceeding the delivery date, the Purchaser is entitled to demand a contractual penalty of 0.1 % of the net order value per calendar day, up to a maximum of 5 % of the net order value. Further statutory claims remain reserved; if they are asserted, any contractual penalty incurred is set off against the damage claimed. The Purchaser is entitled to declare the reservation of the contractual penalty to the Supplier up until the final settlement.

Force majeure, labour disputes, operational disruptions through no fault of the Purchaser, official measures and other unavoidable events release the Purchaser – without prejudice to other rights – wholly or partly from the obligation to accept ordered goods, without the Supplier being able to claim damages or assert any other claims against the Purchaser.

5.1The agreed prices are fixed prices and are understood to be delivered free to the delivery address named in the contract, including packaging and transport costs as well as transport insurance.

5.2Partial deliveries are only accepted with prior written consent.

5.3In the case of delivery without installation or assembly, the risk passes to the Supplier upon receipt at the delivery address specified by the Purchaser. In the case of delivery with installation or assembly and in the case of services, the risk passes to the Supplier upon acceptance at the installation site.

5.4If goods are delivered earlier than agreed, the Purchaser reserves the right to return them at the Supplier's expense. If no return is made in the case of early delivery, the goods are stored at the Purchaser's premises until the delivery date at the Supplier's cost and risk. The invoice is paid on time with reference to the agreed date.

6.1Invoices must be issued for each individual order, stating the order number and other order identifiers, to the Purchaser's address. Invoices not submitted properly are deemed to have been received by the Purchaser only from the time of their correction.

6.2Payments are made within 14 days less a 3 % discount or within 30 days net after delivery or acceptance and receipt of the invoice. The discount may also be deducted if the Purchaser sets off amounts or withholds payments due to defects. Payment is made subject to verification of the invoice.

6.3Payments do not constitute acknowledgement that the delivery or service conforms to the contract.

6.4The Supplier is only entitled to rights of set-off if its counterclaims have been established by a final court decision, are undisputed or have been acknowledged by us. The Supplier is only entitled to exercise a right of retention on the basis of a counterclaim arising from the same contractual relationship.

The Purchaser may terminate the contract or withdraw from it for good cause, in particular if the Supplier has filed a petition for the opening of insolvency proceedings, or if the Supplier has suspended its payments other than temporarily, or if insolvency proceedings have been opened against the Supplier's assets or the opening has been refused for lack of assets.

8.1The Supplier warrants that all deliveries and services are carried out or provided professionally in accordance with the agreed specification and using the most suitable materials, and that they comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, employers' liability insurance associations and trade associations.

8.2The right to choose the type of subsequent performance also rests in principle with the Purchaser in the case of a contract for work and services. Section 439 of the German Civil Code applies accordingly.

8.3In addition to its statutory claims for defects, the Purchaser may, in the case of a defect in the delivered product or the work produced, remedy the defect itself after a reasonable period set by it for subsequent performance has expired without result, and demand reimbursement of the necessary expenses, unless the Supplier has justifiably refused subsequent performance. In this respect, the statutory provision on self-remedy in contracts for work and services (Section 637 of the German Civil Code) applies accordingly to the contract of sale. Notwithstanding the statutory provision, the Purchaser may, in urgent cases, in particular to avert an acute risk of substantial damage, remedy the defect itself at the Supplier's expense even without setting a period for subsequent performance.

8.4If, as a result of a defect in the item or work delivered by the Supplier, the Purchaser has had to take back the item or work delivered by the Supplier, accept a reduction of the purchase price or remuneration, or provide its customer with compensation for damages or expenses, no otherwise required setting of a deadline is necessary for warranty claims against the Supplier (Sections 437, 634 of the German Civil Code) on account of the defect asserted by the customer against the Purchaser.

8.5The Purchaser may demand from the Supplier reimbursement of the expenses that the Purchaser has to bear in relation to its customer for the purpose of subsequent performance (in particular the transport, travel, labour and material costs incurred) if the defect asserted by the Purchaser's customer already existed when the risk passed to the Purchaser.

8.6If the defect can only be noticed during processing or commissioning, the Purchaser is entitled, without prejudice to its other claims, also to demand compensation for the work performed in vain.

8.7The warranty period is 36 months unless otherwise agreed. It begins when the delivery item is handed over to the Purchaser or to the third party named by the Purchaser at the receiving point specified by us. Where acceptance is provided for by law or by contract, the warranty period begins upon successful acceptance.

8.8If a defect occurs within the first 12 months of the warranty period, it is presumed that this defect already existed at the time the risk passed, unless this presumption is incompatible with the nature of the item or of the defect.

8.9Claims for defects become time-barred 24 months after the notice of defect has been given within the warranty period, unless the law or the contract provides for a longer period. However, the limitation period does not end before the end of the warranty period. Claims on account of defective construction work and on account of defects in items which have been used for a building in accordance with their customary use and have caused its defectiveness become time-barred no earlier than 5 years after acceptance of the construction work or delivery of the items. Claims for defects become time-barred no earlier than two months after the date on which the Purchaser satisfied any recourse claims of its customer on account of these defects. This suspension of expiry ends no later than five years after the Supplier delivered the item or work to the Purchaser.

8.10If the Supplier fulfils its subsequent performance obligations by remedying the defect, the limitation period for the same defect or for the consequences of the defective repair begins to run anew after acceptance of the remedial work, unless the remedy relates to a minor defect that can be eliminated without significant effort. If the Supplier fulfils its subsequent performance obligation by means of a replacement delivery, the limitation period for the product/work delivered as a replacement begins to run anew after its delivery/acceptance, unless the replacement delivery relates to a delivered part with a minor defect that can be eliminated without significant effort.

8.11In the case of defects of title, the Supplier indemnifies the Purchaser against any existing third-party claims. For defects of title, the limitation period is three years. This limitation period begins at the end of the year in which the claim arose and the Purchaser became aware, or should have become aware without gross negligence, of the circumstances giving rise to the claim and of the identity of the debtor; irrespective of such knowledge or grossly negligent lack of knowledge, it is ten years from the date on which the claim arose.

8.12Incoming shipments are checked for possible deviations in quality and quantity by random sampling, either by the Purchaser or by its customers (in the case of direct shipment). The inspection of the goods is timely if it takes place within 10 working days of delivery. Notice of a defect is timely if it is received by the Supplier within 10 working days of the discovery of the defect.

8.13By acknowledging receipt of deliveries and by approving submitted drawings, the Purchaser does not waive any claims for defects or other rights.

8.14The fictitious acceptance provided for in Section 640 (1) sentence § of the German Civil Code is excluded. Acceptance by certificate of completion pursuant to Section 641a of the German Civil Code is excluded.

9.1The Supplier warrants that all deliveries are free of third-party industrial property rights and in particular that the delivery and use of the delivery items do not infringe any patents, licences or other third-party industrial property rights within Germany. Insofar as the Supplier is aware that its products are also distributed by us in certain countries, the above also applies to those countries.

9.2The Supplier indemnifies the Purchaser and its customers against third-party claims arising from any infringement of industrial property rights. In addition, the Supplier is liable for any further damage incurred by the Purchaser as a result of an infringement of such rights.

9.3Taking into account the duty of care of a prudent businessperson, the Purchaser is entitled to obtain from the rights holder, at the Supplier's expense, the authorisation to use the delivery items and services concerned.

10.1If claims are asserted against the Purchaser under domestic or foreign product liability rules on account of the defectiveness of its product, and this is attributable to a product of the Supplier, the Purchaser is entitled to demand compensation for this damage from the Supplier to the extent that it is caused by the Supplier's products.

10.2Within the scope of its product responsibility, the Supplier is obliged to indemnify the Purchaser against third-party claims for damages upon first request and to reimburse any expenses arising from or in connection with a recall carried out by the Purchaser on account of the Supplier's defective product.

Persons carrying out work on the Purchaser's company premises in performance of the contract must observe the provisions of the respective works regulations and the statutory accident prevention and occupational safety rules. Liability for accidents befalling these persons on the Purchaser's company premises is excluded, unless such accidents were caused by an intentional or grossly negligent breach of duty by the Purchaser or its legal representatives or vicarious agents.

12.1Samples, production equipment, tools, measuring and testing equipment, materials provided, drawings, factory standard sheets, printing templates and similar items provided by the Purchaser to the Supplier remain the property of the Purchaser. They may not be used by the Supplier for purposes outside the contract, reproduced or made accessible to third parties, and must be kept by the Supplier with the care of a prudent businessperson, free of charge and separately from other items in its possession, marked as the property of the Purchaser, kept absolutely confidential and returned to the Purchaser without being asked once the order has been completed, and otherwise at the Purchaser's request. The approval of such plans, working drawings, calculations, etc. does not affect the Supplier's warranty obligation. All rights of use in designs, proposals, drawings or information of any kind belong exclusively to the Purchaser. On request, the Supplier must also provide the Purchaser with spare-part drawings for the essential spare parts, with sufficient information for procuring spare parts. Articles manufactured according to the Purchaser's documents may not be made accessible, transferred or sold to third parties by the Supplier.

12.2Moulds, tools, samples, printing templates, etc. that are invoiced to us become our property upon payment; they are kept in safe custody for us by the Supplier free of charge and must be handed over to us on request.

13.1Unless otherwise agreed, the place of performance for the delivery obligation is the delivery address requested by the Purchaser.

13.2If the Supplier is a registered trader, a legal entity under public law or a special fund under public law, Marburg/Lahn is the place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these purchasing conditions. At its discretion, the Purchaser is also entitled to sue the Supplier at the court of its registered office or branch office or at the court of the place of performance.

13.3In addition, the law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.

13.4Should any provision of these conditions and of the further agreements made be or become invalid, the validity of the remaining conditions is not affected. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to it in economic terms.

14.1At the start of the business relationship, the Supplier commits to our Code of Conduct and to its internationally recognised standards for sustainable economic conduct.

14.2At the start of the business relationship, the Supplier undertakes to follow our standards for sustainable and social conduct and to comply with them as far as possible. The Supplier should strive to achieve continuous improvement in order to strengthen and promote the sustainability of C + P products and of the company.

To the Code of Conduct To the sustainability commitment