General Terms of Business:
Welte Fahrzeugbau GmbH, Umkirch
§ 1 General provisions
- The following terms apply to all current and future contracts between ourselves as the buyer and you as the supplier for the purchase of goods and services. We will not be bound by your general terms of business unless we expressly agree to them in writing. Our terms of purchase apply even if we unconditionally accept goods that you supply under different terms to ours.
- These terms apply only to companies covered by §14 of the civil code.
§ 2 Offer/acceptance deadline; offer documents
- If you accept an offer from us, you will do so within one week of receiving it. If you or we wish to make any changes to an offer, the new one will be valid for a further week.
- We will retain ownership and copyright to all drawings, models and documents that we produce, and you will not make them available to third parties without prior written consent. You will, immediately on request, return any drawings and other documents forming part of an offer.
This confidentiality requirement will remain in force after the contract has ended, unless the production information contained in the images, drawings, calculations and other documents we provide to you is in the public domain.
§ 3 Prices, terms of payment and packaging
- The agreed prices are fixed, and any increases must be expressly agreed by us in writing.
- All prices exclude VAT.
- Unless otherwise agreed in writing, all carriage-paid deliveries include customs duties, packaging, insurance and transport. On request, you will take back packaging free of charge even if we have agreed a price for it in the contract. However, we may also retain packaging, in which case we will pay for it only if the price is shown separately in the contract.
- Payments will be based on the weights and numbers of items notified to us.
- Unless otherwise agreed in writing, we will pay invoices net within 30 days of receipt. If we pay them within 14 days, we will take a 3% Discount.
- We may offset and retain amounts due to us where this is permitted by law.
§ 4 Dispatch, transfer of risk
- You will send items at your risk and, unless otherwise agreed in writing, carriage paid.
- All delivery documents must quote our order number.
- You will deliver each order to the location in Umkirch or elsewhere specified by us. The risk associated with the goods will transfer to us when they are delivered to this location. If we are unable to accept a delivery due to business disruption, the actions of our own or third parties’ employees, or force majeure, the risk will transfer when the cause of the problem has been resolved and the goods are available to us at the delivery location. We will notify you as soon as any such problems occur or we expect them to occur.
§ 5 Delivery time, withdrawal, damages
- Delivery dates will be agreed on a case-by-case basis, and are binding. Unless otherwise agreed in writing, if we specify a period within which items must be delivered, this will begin on the order date, and the goods must arrive at the specified location within the delivery period. You will immediately notify us if you are, or believe you may be, unable to meet an agreed delivery date. We are not required to accept goods delivered before the agreed date.
- If you are more than two weeks late in delivering items, we will issue a written reminder granting you a further two weeks and stating that we may withdraw from the contract if you still have not delivered them after this period. We may withdraw even if the late delivery is due to circumstances beyond your control.
- As well as or instead of withdrawing from the contract, we may claim statutory damages for late deliveries, unless you provide evidence that the delay is not your fault.
§ 6 Inspections, guarantee
- We will inspect the goods within an appropriate period as specified in §377 and §378 of the Commercial code, and notify you immediately if we find any defects or shortages. We will do this within 15 working days of discovering them. If we fail to do this, our Claim will not be valid.
- You guarantee that the items are free of defects and suitably packaged and labelled, meet the required specifications, represent the state of the art, and comply with laws, standards and guidelines applying in Germany.
- If a product does not meet the guaranteed specifications, or is otherwise defective, our statutory rights will remain unaffected. We may, at our sole discretion, require you to repair or replace the defective item, without prejudice to our right to claim damages instead, or to grant you a longer period to supply the items.
- If a defective item poses a safety risk, or we require it urgently, we may remedy the defect at your expense.
- You will pay the full cost of any repair or replacement, and we will return the defective item at your expense and risk.
- The guarantee applies for 24 months from the date on which the risk is transferred to us.
§ 7 Product leability, insurance, indemnification
- If you are liable for damage to a product you will, immediately on request, indemnify us against any third-party claims in which you are at fault.
- If you are liable for damages under paragraph (1), you will reimburse any expenses we incur if we are required to carry out a product recall under §§ 683, 670, 830, 840 or 426 of the civil code. Where possible and reasonable, we will inform you of the nature and scope of the recall and give you an opportunity to express your opinion. This does not affect our other statutory rights.
- You will obtain product liability insurance with coverage of €10 million for personal injury and €10 million for material damage. This does not affect any other liability for damages.
§ 8 Third-Party rights
- You will ensure that items you supply do not breach the rights of any third parties in Germany.
- You will, immediately on written request, indemnify us against any third-party claims in this respect. We will not reach any settlements or other agreements with the third party without your consent.
- You will indemnify us for all necessary expenditure we incur as a result of or in connection with such claims.
- These claims will become time barred ten years after the contract is signed.
§ 9 Subcontractors
- You will fulfil all of your contractual obligations yourself. You will obtain our written consent before employing any subcontractors.
§ 10 Retention of ownership
- You may retain ownership of goods you supply until we have paid for them. However, we may process, sell or otherwise make use of them in the normal course of Business.
§ 11 Jurisdiction. Place of performance
- If you are a sole trader, the Courts of Freiburg im Breisgau will have jurisdiction. However, we may also court Action against you in your place of domicile.
- Unless otherwise agreed, the place of performance is our registered office.
- These terms are subject to German law. The United Nations convention on contracts for the international sale of goods does not apply.
- If any of these terms is or becomes invalid, this will not affect the validity of the contract as a whole. The invalid term will be replaced by one that comes as close as possible to its original intentions.
As at 3 November 2014
Welte Fahrzeugbau GmbH, 79224 Umkirch, Am Gansacker 8