Here you can find our Standard Terms and Conditions of Purchase as a *.pdf download (as of June 2019): Download AEB (pdf)
Standard Terms and Conditions of Purchase
I. General / Area of applicability
- These Standard Terms and Conditions of Purchase form part of the contract concluded with HIT Holzindustrie Torgau GmbH & Co. KG (referred to in the following as “HIT Holz”) and form the basis of all purchase orders, orders and call-offs. Any deviating terms of business of the contractor do not form part of the contract. They will only apply if we have confirmed our agreement to their applicability in writing. This requirement for agreement continues to apply, even if we accept deliveries from the contractor with knowledge of its standard terms of business without reservation.
- Our Standard Terms and Conditions of Purchase also apply as a framework agreement to future transactions with the contractor without the need for specific notification in each individual case.
- Legal declarations and notices, together with post-contractual contract amendments and supplements, are only valid if confirmed in writing by both parties.
II. Contract conclusion/ Quotations/ Orders
- Quotations requested by us are binding in principle and to be provided free of charge. Unless otherwise expressly agreed and confirmed in writing, the preparation of quotations and any potential inspection will not be remunerated.
- Orders will only become binding upon written confirmation. Only the content of our written order is conclusive. Any oral agreements, together with side discussions and contract amendments, require written confirmation as well. Orders and call-offs by HIT Holz can be sent electronically.
- In principle, the supplier must confirm our orders with a written order confirmation. This must contain all order data, such as prices, delivery dates etc. If the contractor does not want to or cannot accept our order, it must promptly notify us to that effect. At the latest, orders and call-offs resulting from these will become binding if the contractor does not refuse them within five working days. We reserve the right to cancel orders if the contractor has not accepted the order or a call-off resulting from it within five working days.
III. Payment conditions/invoices/prices
- The prices set out in the order are fixed prices, and all additional charges and price increases are excluded. All prices are free to place of receipt and include all necessary additional services for fulfilment of the contract (e.g. transport, packaging, insurance, testing costs). Upon our request, all packaging material must be removed and disposed of at the supplier’s cost.
- Following delivery or performance invoices are to be sent to HIT Holz, stating the order number and all details requested in the order, unless otherwise agreed in the contract. VAT must be separately set out in all invoices.
- Payment deadlines begin to run at the earliest following complete delivery or complete performance and the related receipt of a correct invoice.
- If documents, in particular invoice documentation, are incomplete or incorrect, the supplier’s or service provider’s claims are not due. Any detriments arising from this are at the supplier’s cost.
- Payments made by us do not constitute acceptance of conditions, prices, services or properties of the delivered goods and, in particular, do not remove the contractor’s liability for any defects. In the event of faulty delivery we are entitled to retain a proportion of the payment amount until proper performance is effected.
- Unless otherwise agreed, net payments will be due within 60 days. If payment is made within 14 days, we are entitled to a discount of 3%. Our instruction to our bank to make payment will suffice to demonstrate timely payment of the amount due. The discount also applies if we set off or withhold payments as a result of defects.
- If there is a complaint relating to deliveries or services, we are also entitled to deduct payments already made without the need for a corresponding credit note from the supplier in advance.
IV. Delivery / transfer of risk
- The agreed delivery deadlines and dates are binding and must be observed. As soon as the contractor becomes aware that it cannot meet its contractual obligations either in whole or in part, or in a timely manner, it must promptly notify us to that effect in writing providing reasons, together with the anticipated duration of the delay. Our decision regarding how to proceed further must be obtained.
- Deliveries or fulfilments will be considered on time if receipt at our stated place of receipt can be proved to have occurred. Performance of services will be considered on time if proved to have occurred at the agreed place of performance. In the case of installation or assembly, this requires our acceptance.
- If we accept delayed delivery or performance, this does not automatically constitute waiver of any compensation claims.
- Where the supplier is responsible for a delayed delivery, we are entitled – in addition to further statutory and contractual claims – to claim compensation for each commenced week of delay in a fixed sum for delay losses of 0.5% of the order value, up to a maximum of 5% of the order value. HIT Holz reserves the right to claim a higher amount of compensation, where the fixed compensation will be set off against further claims for compensation.
- Partial deliveries require our express prior written consent.
- For deliveries with installation or assembly and for performance of services, risk transfers to us upon completed acceptance. For deliveries without installation or assembly, risk transfers on receipt at our stated place of receipt.
- The contractor must ensure that the shipment is properly and appropriately packaged and sent and that it is sufficiently insured. Delivery and shipping are at the supplier’s risk free and made carriage paid to the specified place of delivery. All costs for transport, packaging and insurance are borne by the supplier. Any additional costs due to improper and inappropriate shipping are at the supplier’s cost. All packaging materials are to be used to an appropriate extent and, in the interests of sustainability, only packaging material that is environmentally friendly and recyclable should be used.
- We will check deliveries within an appropriate period for possible deviations in quantity
or quality. Our duty to check only relates to defects which are obvious to our incoming goods inspection through objective external assessment. The contractor will be informed of any defects present within an appropriate period.
- A defects complaint raised by us is timely if raised within ten working days calculated from the point of receipt. Where the defect becomes apparent only after machining or processing, use, commissioning or other use, the limitation period will start when the defect is established.
- The contractor must provide the goods free of defects in quality or title. It furthermore warrants that the shipment has the contractually agreed characteristics, meets the generally accepted rules of technology together with the applicable statutory and official regulations, meeting, in particular, the relevant environmental protection, safety, accident prevention and occupational health and safety regulations, and does not contain any faults which cancel or reduce the value or suitability for normal use or the use specified in the contract.
- Unless individually contractually agreed otherwise, we are entitled to the statutory warranty claims in full. We reserve our right to compensation together with subsequent performance. In the case of subsequent performance the supplier must bear any necessary expenditure relating to any remedy of defects or a corresponding replacement delivery. To the extent legally permissible, the claim for damages also includes the reimbursement of consequential loss caused by a defect and pecuniary loss suffered by us following defective performance.
- Where there is risk of delay, we are entitled, following provision of appropriate notice to the supplier, to remedy a defect ourselves at the supplier’s cost. The statutory time limits for warranties apply unless individually contractually agreed otherwise. The same provisions also apply to a delivery which has been corrected or newly delivered as part of subsequent performance.
- Our written notification of a defect will suspend the running of the warranty limitation period. As a consequence of this, the warranty limitation period will run for a further two months following successfully completed subsequent performance or final rejection of the warranty on the part of the supplier. Where a replacement delivery is made, the warranty limitation period begins to run afresh from receipt of the placement goods.
VI. Product liability
In the event that we are subject to a third party claim for damages for a product defect for which the supplier is responsible, the supplier must indemnify us against all third party claims and all associated costs.
VII. Intellectual Property Rights / Insurance
- The contractor warrants that the delivered objects are free from third party rights. In the event that a third party claims that we have injured their rights, the contractor must indemnify us against such claims. The contractor is further liable for all losses and costs arising from this.
- If we provide tools, drawings, samples and similar, these remain our property. These materials must not be provided to third parties without our written consent, nor used for purposes other than as agreed in the contract.
- The contractor must take out sufficient liability insurance at its own cost to cover any losses caused by the contractor, its personnel or other agents. Proof of such insurance is to be disclosed and produced at any time upon request.
- If, whilst processing or fulfilling the order, the supplier obtains internal information or insights into sensitive operational processes, the supplier undertakes to maintain absolute confidentiality.
- Any knowledge or information received must only be used in the course of the specific order and only made available to those employees necessary for processing the order. All employees are likewise bound to confidentiality. Unless we agree otherwise in writing, this information must not be made accessible or given to third parties.
- The supplier must return all confidential documentation provided to it upon request. In particular, following the end of the collaboration, the supplier warrants that it will return all confidential documentation and not retain any.
IX. Written form
Unless otherwise agreed, any amendments or supplements to the contract require the written form under German law to be effective. The transfer of text and data by email or fax is sufficient for this purpose unless explicitly excluded.
X. Force majeure
Events of force majeure which result in restrictions to or the suspension of our operations, entitle us to either postpone the fulfilment of our purchase commitments, or to withdraw from the contract in whole or in part. No claims for damages arising from this may be brought against us and are hereby excluded.
XI. Applicable law
German law shall apply exclusively and the UN Convention on Contracts for the International Sale of Goods is hereby excluded.
XII. Place of Performance
The place of performance is the place at which services are to be provided or goods are to be delivered.
XIII. Data Protection
If we process any personal data in the course of the contractual relationship or during the formation of the contract, this will be done exclusively in accordance with the statutory provisions. In particular, the provisions of the General Data Protection Regulation and the German Data Protection and Implementation Act will be strictly complied with in using the data.
XIV. Severability clause
If individual provisions of our General Terms and Conditions of Purchase are or become ineffective in whole or in part, this does not affect the validity of the remaining terms and conditions, which remain unaffected.