GENERAL PURCHASE CONDITIONS
the
Vennskap GmbH & Co. KG
In der Loh 36c
40668 Meerbusch
GENERAL PURCHASE CONDITIONS
1. Scope, form
2. Conclusion of contract
3. Delivery time and delay in delivery
4. Delivery; performance; transfer of risk; default in acceptance
5. Prices and payment terms
6. Confidentiality; Copyright; Retention of Title
7. Defective Services; Warranty
8. Seller's liability; indemnity; insurance
9. Supplier recourse
10. Limitation period
11. Choice of law; place of jurisdiction
12. Final provisions
1. SCOPE, FORM
1.1 These General Terms and Conditions of Purchase (hereinafter referred to as "Terms and Conditions of Purchase") apply to all business relationships between Vennskap GmbH & Co. KG (hereinafter referred to as "we" or "us") and its business partners, service providers, and suppliers (hereinafter referred to as "Seller"). These Terms and Conditions of Purchase only apply if the Seller is an entrepreneur (Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law.
1.2 These Terms and Conditions of Purchase apply to contracts for the purchase and/or delivery of movable goods (hereinafter referred to as "Goods"), regardless of whether the Seller manufactures the Goods itself or purchases them from suppliers, and also to contracts for the purchase and/or commissioning of services and work (the delivery of Goods as well as the provision of services or work hereinafter collectively referred to as "Services").
1.3 These Terms and Conditions of Purchase apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the Seller shall only become part of the contract if and to the extent that we have expressly consented to their validity in writing. This requirement of consent applies in all cases, for example, even if we unconditionally accept the Seller's services in full knowledge of the Seller's general terms and conditions or provide services ourselves without reservation.
1.4 Individual agreements concluded with the Seller in individual cases shall take precedence over these Terms and Conditions of Purchase. Subject to proof to the contrary, the content of such agreements shall be determined by a written contract or our written confirmation.
1.5 Legally relevant declarations and notifications by the Seller regarding the contract (e.g., setting a deadline, reminder, withdrawal) must be made in text form (e.g., letter, email, fax). Statutory formal requirements and other proof, particularly in cases of doubt regarding the legitimacy of the person making the declaration, remain unaffected.
1.6 References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply unless they are directly modified or expressly excluded in these Terms and Conditions of Purchase.
2. CONCLUSION OF CONTRACT
2.1 Our order shall be deemed binding upon written submission or confirmation at the earliest. The seller must notify us of any obvious errors (e.g., typos and calculation errors) and incompleteness in the order, including the order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not to have been concluded.
2.2 The Seller will confirm our order in writing within a period of five (5) working days or, in particular, execute it without reservation by delivering the goods or providing the service (acceptance).
3. DELIVERY TIME AND DELAY IN DELIVERY
3.1 The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been otherwise agreed, it shall be two (2) weeks from the conclusion of the contract. The seller is obligated to notify us immediately in writing if it is likely that it will not be able to meet the agreed delivery times – for whatever reason.
3.2 If the Seller fails to perform its services or fails to do so within the agreed delivery period, or if it defaults, our rights – in particular the right to withdrawal and compensation – shall be determined by the statutory provisions. The provisions in paragraph 3 remain unaffected.
3.3 If the Seller is in default, we may – in addition to further statutory claims – demand lump-sum compensation for our damages caused by the delay in the amount of 1% of the contractually agreed net price per calendar week or part thereof, but not more than 5% of the contractually agreed net price of the delayed service. We reserve the right to prove that greater damages have occurred. The Seller reserves the right to prove that no damages at all or only significantly lesser damages have occurred.
4. DELIVERY; PERFORMANCE; PASSING OF RISK; DELAY IN ACCEPTANCE
4.1 The Seller is not entitled to have the services owed by it performed by third parties (e.g., subcontractors) without our prior written consent. The Seller bears the procurement risk for its services unless otherwise agreed in writing.
4.2 Delivery shall be made DDP (delivery duty paid – Incoterms 2020) to the location specified in the order. If the destination is not specified and nothing else has been agreed in writing, delivery shall be made to our registered office. The respective destination shall also be the place of performance for delivery and any subsequent performance.
4.3 Each delivery must be accompanied by a delivery note stating the date (issuance and dispatch), contents of the delivery (item number and quantity), and our order identification (date and number). The seller must also provide the relevant customs tariff numbers. If the delivery note is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A corresponding shipping notice with the same content must be sent to us separately from the delivery note.
4.4 The delivery also includes assembly instructions, operating instructions and other documentation necessary for proper use in the language and quantity specified in the contract.
4.5 The Seller is only entitled to make partial deliveries if these are reasonable for us.
4.6 The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of performance. If acceptance has been agreed upon, this shall be decisive for the transfer of risk.
4.7 If the Seller's performance consists in the provision of a service or work, the place of performance shall be the location specified in the order. If the destination is not specified and nothing else has been agreed in writing, the place of performance shall be our registered office. Otherwise, the statutory provisions shall apply.
4.8 The statutory provisions apply to the occurrence of default of acceptance on our part. However, the seller must expressly offer us its performance even if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g., provision of materials). If the contract concerns a non-fungible item to be manufactured by the seller (custom-made item), the seller shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.
5. PRICES AND PAYMENT CONDITIONS
5.1 The price stated in the order is binding. All prices include statutory VAT unless otherwise stated.
5.2 Unless otherwise agreed in writing, the price includes all services and ancillary services provided by the Seller (e.g. assembly, installation, etc., if applicable) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance, etc.).
5.3 The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller will grant us a 3% discount on the net invoice amount. In the case of bank transfer, payment is deemed to have been made on time if our transfer order is received by the seller's bank before the payment deadline. We are not responsible for delays caused by the banks involved in the payment process.
5.4 We do not owe any interest on the due date. The statutory provisions apply to late payment.
5.5 We are entitled to rights of set-off and retention, as well as the defense of non-performance of the contract, to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we still have claims against the seller for incomplete or defective services.
5.6 The Seller shall only have a right of set-off or retention in respect of counterclaims that have been legally established or are undisputed.
6. CONFIDENTIALITY; COPYRIGHT; RESERVATION OF TITLE
6.1 We reserve all ownership rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions, and other documents. Such documents must be used exclusively for the contractual performance and returned to us after completion of the contract. The documents must be kept confidential from third parties, even after termination of the contract. The obligation of confidentiality expires only when and to the extent that the information contained in the documents provided has become generally known, but no earlier than five years after contract fulfillment.
6.2 The above provision shall apply accordingly to fabrics and materials, as well as to tools, templates, samples, and other items that we provide to the Seller for production purposes. Such items must be stored separately at the Seller's expense until they are processed and insured against destruction and loss to an appropriate extent.
6.3 Any processing, mixing, or combining (further processing) of provided items by the Seller is carried out on our behalf. The same applies to any further processing of the delivered goods by us, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with statutory provisions.
6.4 Transfer of ownership to us occurs upon delivery and regardless of payment of the purchase price. However, if we accept an offer of transfer from the seller conditioned on payment of the purchase price in an individual case, the seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain authorized to resell the goods in the ordinary course of business prior to payment of the purchase price, subject to the advance assignment of the resulting claim to the seller. All other forms of retention of title are excluded.
7. DEFECTIVE SERVICES; WARRANTY
7.1 Our rights in the event of material and legal defects in the delivered goods (including incorrect and incomplete deliveries as well as improper assembly, defective assembly, operating or user instructions) and in the event of other breaches of duty by the Seller shall be subject to the statutory provisions, unless otherwise provided below.
7.2 In accordance with statutory provisions, the seller is particularly liable for ensuring that the goods meet the agreed quality upon transfer of risk to us. In any case, the product descriptions that are the subject of the respective contract – particularly by designation or reference in our order – or that have been incorporated into the contract in the same way as these Terms and Conditions of Purchase shall be deemed to constitute an agreement regarding the quality. It makes no difference whether the product description originates from us, the seller, or the manufacturer.
7.3 Notwithstanding Section 442 Paragraph 1 Sentence 2 of the German Civil Code (BGB), we are entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.
7.4 Our obligation to inspect and give notice of defects is subject to the following statutory provisions: The obligation to inspect is limited to defects that become apparent during the inspection of incoming goods and the inspection of the delivery documents (e.g., transport damage, incorrect or incomplete deliveries) or that are identifiable during a quality control sample check. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding the obligation to inspect, our notification of defects shall in any case be deemed to have been made without delay if it is sent within fourteen (14) working days of discovery or, in the case of obvious defects, of delivery.
7.5 The costs incurred by the Seller for the purpose of inspection and subsequent performance (including any dismantling and installation costs) shall be borne by the Seller even if it turns out that no defect actually existed. Our liability for damages in the event of unjustified warranty claims remains unaffected; however, we shall only be liable if we recognized or grossly negligently failed to recognize that no defect existed.
7.6 If the Seller fails to fulfill its obligation to remedy the defect – at our discretion, by remedying the defect (repair) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the necessary expenses from the Seller or a corresponding advance payment. If the Seller's subsequent performance fails or is unreasonable for us (e.g., due to particular urgency, endangerment of operational safety, or the imminent occurrence of disproportionate damage), no deadline is required; we will notify the Seller of such circumstances immediately, if possible in advance.
7.7 Furthermore, in the event of a material or legal defect, we are entitled to a reduction of the purchase price or to withdraw from the contract in accordance with the statutory provisions. Furthermore, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.
7.8 If the Seller's obligation consists in the provision of a service or work, in the event of non-performance or poor performance, the statutory provisions shall apply, in particular the law on service contracts and work contracts under the German Civil Code (BGB).
7.9 If the Seller undertakes to provide a service or work under the contract, it warrants to us that it possesses all the skills, knowledge, permits, certifications, etc., required for proper performance of the contract. Upon request, it will provide us with evidence of the relevant skills, knowledge, permits, certifications, etc. by submitting appropriate documentation. The Seller shall, at its own responsibility, ascertain which technical and other requirements it must meet to fulfill the contract.
8. SELLER'S LIABILITY; INDEMNITY; INSURANCE
8.1 The seller is liable for culpable breaches of duty in accordance with the statutory provisions.
8.2 The seller shall indemnify us against all third-party claims based on product law, product liability law, and similar claims, if and to the extent that the cause of these claims lies within its sphere of control and organization and it is itself liable in external relations. Within the scope of its indemnification obligation, the seller shall reimburse expenses pursuant to Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with claims asserted by third parties, including recall campaigns conducted by us. We will inform the seller of the content and scope of recall measures – as far as possible and reasonable – and give the seller the opportunity to comment. Further statutory claims remain unaffected.
8.3 Within the scope of its indemnification obligation, the Seller shall reimburse us for all expenses arising from or in connection with any claims asserted by third parties. Further statutory claims remain unaffected.
8.4 Unless otherwise agreed in writing, the seller of goods must take out and maintain product liability insurance, and the seller of services must take out and maintain liability insurance, each with a coverage amount customary in the industry. Upon request, the seller will provide us with evidence of such insurance coverage by submitting appropriate documentation.
9. SUPPLIER REGRESS
9.1 We are entitled to our statutory recourse claims within a supply chain (supplier recourse pursuant to Sections 445a, 445b, and 478 of the German Civil Code (BGB)) without restriction in addition to claims for defects. In particular, we are entitled to demand from the seller exactly the type of subsequent performance (repair or replacement delivery) that we owe to our customer in the individual case. This does not limit our statutory right of choice (Section 439 (1) of the German Civil Code (BGB)).
9.2 Before we acknowledge or fulfill a defect claim asserted by our customer (including reimbursement of expenses pursuant to Sections 445a (1), 439 (2) and (3) of the German Civil Code), we will notify the seller and request a written statement, briefly outlining the facts. If a substantiated statement is not provided within a reasonable period of time and no amicable solution is reached, the defect claim actually granted by us shall be deemed owed to our customer. In this case, the seller shall be responsible for providing evidence to the contrary.
9.3 Our claims for recourse against suppliers shall also apply if the defective goods were further processed by us or another contractor.
10. LIMITATION PERIOD
10.1 The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise provided below.
10.2 Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims for defects is three (3) years from the transfer of risk. If acceptance has been agreed, the limitation period begins upon acceptance. The three-year limitation period also applies accordingly to claims for defects of title, whereby the statutory limitation period for third-party claims for restitution of property (Section 438 (1) No. 1 of the German Civil Code) remains unaffected. Furthermore, claims for defects of title shall not expire under any circumstances as long as the third party can still assert the right against us—in particular, due to lack of limitation.
10.3 The limitation periods under the law of the purchase of goods, including the aforementioned extension, apply – to the extent permitted by law – to all contractual claims for defects. To the extent that we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies, unless the application of the limitation periods under the law of the purchase of goods leads to a longer limitation period in the individual case.
11. CHOICE OF LAW; JURISDICTION
11.1 The parties shall attempt to settle any disputes arising out of or in connection with the legal relationship between them promptly and in good faith through negotiation.
11.2 If the parties fail to resolve the dispute through negotiation within thirty (30) days of one party's written request to the other to enter into negotiations, both parties shall have the right to seek legal recourse. The courts at our registered office shall have exclusive jurisdiction over all disputes arising out of or in connection with the legal relationship between the parties.
11.3 The legal relationship between the seller and us shall be governed by German law, excluding conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
12. FINAL PROVISIONS
12.1 There are no oral or written ancillary agreements.
12.2 Amendments and additions to these Terms and Conditions of Purchase through individual contractual agreements within the meaning of Section 305b of the German Civil Code (BGB) do not require any formal requirements. All other amendments or additions must be made in writing.
12.3 Should any provision of these Terms and Conditions of Purchase be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of these Terms and Conditions. The parties hereby agree to replace the invalid provision with a legally permissible provision that most closely approximates the economic intent. This shall also apply in the event of an unintentional regulatory gap.
