GENERAL TERMS AND CONDITIONS OF PURCHASE
of the Stoelzle Lausitz Group (Version 03.2023)
1. scope of application of the GTC
1.1 These General Terms and Conditions of Purchase (hereinafter referred to as "GTC") shall be an integral part of all orders for the delivery of goods or the provision of services to Stölzle Lausitz GmbH Berliner Straße 22-32, D-02943 Weißwasser, Germany, and/or to Stoelzle Lausitz Poland sp.z o.o, ul. Powstancow Slaskich 2-4, PL-53333 Wroclaw, Poland (the ordering company hereinafter referred to as "STOELZE").
Contractual terms and conditions or other regulations of the supplier that deviate from these GTC shall only apply if STOELZLE has expressly acknowledged them in writing in the individual business case and only for that business transaction for which the contractual terms and conditions or other regulations of the supplier were acknowledged. If the supplier refers to its contractual terms and conditions in an offer or order confirmation, this shall expressly not lead to their applicability; rather, these GTC of STOELZLE shall apply without restriction in this case.
1.2 Persons who conclude business transactions or accept orders on behalf of the supplier shall be deemed to be authorized to accept these GTC on behalf of the supplier and to make reservations in this respect.
2 Conclusion of contract, withdrawal
2.1 Conclusion of a contract shall only be legally effective upon written placement of the order by STOELZLE. Offers made by the supplier shall be binding on the latter and, like information, details and other notifications provided in the course of initiating business, shall not oblige STOELZLE to conclude the contract or to bear any costs. If an order placed by STOELZLE is not objected to in writing by the supplier within 5 working days at the latest, it shall be deemed to have been accepted.
2.2 Insofar as commercial clauses are used in STOELZLE's orders or in other correspondence with the supplier, the provisions of INCOTERMS 2020 as amended from time to time shall apply to their interpretation unless otherwise agreed in writing.
2.3. STOELZLE shall be entitled, without this giving rise to any claims whatsoever on the part of the supplier, to withdraw from the contract in whole or in part if, in particular, (i) one of its customers, for reasons of model change or other design-related technical changes or for other reasons, does not meet the requirements of the contract, or for other reasons for which STOELZLE or the supplier are not responsible, withdraws from the order placed with STOELZLE or restricts the scope of the order, or if (ii) the contractually agreed quality standards are persistently not met by the supplier, or if (iii) insolvency proceedings are instituted against the assets of the supplier or those of its upstream suppliers.
3. performance content
3.1 The individual contract concluded in writing between STOELZLE and the supplier shall be primarily decisive for the content of the service.
3.2 In addition, the scope of services shall include, in each case without any separate claim to remuneration on the part of the supplier,
- the provision of plans and documentation to the extent requested by STOELZLE;
- the provision of material test certificates and declarations of conformity;
- the sending of material samples and specimens of the delivery item;
- shipment to the STOELZLE plant or to the otherwise specified destination, including unloading; and
- the packaging of the delivery item in a manner suitable for transport.
4. quality and environment
4.1 The Supplier shall manufacture the delivery item in such a way that it is perfectly suitable for the purpose usually assumed, as well as for the purpose stipulated or corresponding to the nature of the transaction. The Supplier shall obtain knowledge of all circumstances necessary for this on its own. Laws and regulations existing for the place of destination of the delivery item and relating to its design, quality and safety (such as, in particular, regulations concerning occupational safety, machine safety devices and electrical engineering), directives, standards (such as, in particular, harmonized European standards, DIN standards and VDE standards), regulations, rules of technology and official requirements as well as CE marking shall always be complied with. The technical delivery specifications existing for machine and plant deliveries at STOELZLE shall be handed over to the supplier upon request and can be accessed at www.stoelzle-lausitz.com. STOELZLE reserves the right to request a test report from an independent body on the execution of the delivery item in compliance with the regulations as part of the documentation; the choice of the testing body is incumbent on STOELZLE.
4.2 The supplier shall ensure the quality and freedom from defects of the delivery item in such a way that suitable tests and inspections are carried out before and during production. These tests shall be documented. STOELZLE shall in any case be entitled, but not obliged, to carry out such tests and inspections at the supplier's manufacturing plant. The supplier shall conclude a quality assurance agreement with STOELZLE, insofar as STOELZLE deems this necessary. If initial or outturn samples have been agreed or are required, the supplier may only commence series production once STOELZLE has given its express written approval.
4.3 The supplier shall take into account all environmental and energy aspects within the scope of its operational processes. The supplier is aware that these aspects have been taken into account by STOELZLE when evaluating the supplier's offer and placing the order.
5. order processing
5.1 STOELZLE's order number must be quoted in all documents relating to the order; without this, notifications shall be deemed not to have been received in case of doubt and invoices cannot be paid.
5.2 In the event of work for STOELZLE or third parties carried out by the supplier on STOELZLE's premises, the supplier shall require his staff or other agents to observe the statutory and company accident prevention and fire protection regulations, the recognized technical safety and occupational health rules as well as STOELZLE's general and special operating requirements. The written instructions existing at STOELZLE for this purpose shall be handed over to the supplier upon request and can be retrieved at www.stoelzle-lausitz.com. The supplier shall release STOELZLE from any liability for personal injury or damage to property incurred by the supplier or its people or other agents in the course of their work on STOELZLE's premises, unless damage is caused by intent or gross negligence on the part of STOELZLE or its people or agents. Before starting work, it is essential to contact STOELZLE's occupational safety specialist.
5.3 If STOELZLE takes custody of third-party property located on STOELZLE's premises in connection with the execution of orders by the supplier, STOELZLE shall only be liable for loss or damage in the event of intent or gross negligence.
5.4 If the supplier requires assistance from STOELZLE in the course of rendering its performance (unloading assistance, helpers, provision of tools, energy and the like), it shall pay STOELZLE reasonable compensation for this.
6 Delivery, delay, force majeure
6.1 Agreed delivery dates, deadlines and scope as well as any division into partial deliveries shall be binding on the supplier. This shall apply both to the manufacture of the delivery item and to the preparation of the associated technical documentation as well as the administrative and shipping documents. STOELZLE shall be entitled to make changes to the order with regard to design, execution or delivery time within the scope of what is reasonable. The effects of such changes are to be settled appropriately by mutual agreement.
6.2 Agreed delivery periods shall commence on the date of the order or, if STOELZLE has reserved the right to call off the order, on that date. Decisive for compliance with the delivery date or delivery period shall be the receipt of the delivery item at the receiving point designated by STOELZLE.
6.3 Unless otherwise agreed in writing, partial deliveries are not permitted. STOELZLE shall not be obliged to accept over-deliveries. STOELZLE is entitled to return or store deliveries made before the agreed date at the supplier's expense and risk.
6.4 The supplier may not pass on the order placed, either in part or in full, to sub-suppliers or other third parties without STOELZLE's written consent.
6.5 In the event of non-compliance with a delivery date, irrespective of the reason for the delay, STOELZLE shall be entitled at its own discretion (i) either to withdraw from the contract in whole or in part (ii) or to insist on performance of the contract. In any case, STOELZLE shall be entitled to demand from the supplier, at its own discretion (i) either the full amount of the damage actually incurred by it as a result of the delayed delivery or failure to deliver (including any cover expenses) (ii) or a contractual penalty irrespective of fault and not subject to judicial mitigation, the amount of which shall be 5% of the total value of the order for each completed week of delay and a maximum of 10% of the total order value, unless otherwise agreed in the individual contract with the supplier. STOELZLE's acceptance of a delayed delivery or service shall not constitute a waiver of claims for compensation.
6.6 In the event of complaints by STOELZLE regarding delivery dates, delivery periods or scope of delivery, the supplier shall in any case be obliged to take immediate remedial action and to report this to STOELZLE in writing within 12 hours.
6.7 The supplier is obliged to inform STOELZLE immediately in writing of all circumstances that could complicate, make impossible or delay the proper fulfillment of the order by the supplier.
6.8. In particular, the following events, insofar as they occur after conclusion of the contract - or even before conclusion of the contract if their effects could not be foreseen - shall be deemed to be cases of force majeure insofar as they impede or delay the contractual obligations of STOELZLE or a third party supplier: War; threat of war; riot; blockade; requisition; embargo; conscription of personnel for military service; foreign exchange restrictions; export and import prohibitions or restrictions; energy supply shortages; labor disputes; general shortage of personnel, transportation and raw materials; water shortage; fire; floods; storm; blockages of railroad traffic; non-delivery, defective or delayed delivery of raw materials and other auxiliary means for production; operational reductions or cancellations on the part of the purchaser of the delivery effected to STOELZLE; as well as other circumstances beyond STOELZLE's control. In the event of force majeure, STOELZLE shall be entitled, at its discretion, either to postpone the performance of its contractual obligations or to declare its withdrawal from the contract immediately or at a later date. The supplier is not entitled to assert claims for compensation of any kind against STOELZLE as a result of this postponement or cancellation of the contract. STOELZLE shall notify the supplier without delay of the occurrence of a case of force majeure and of its further contractual intentions. If a case of force majeure occurs on the part of a third party supplier, the obligation to notify the supplier is fully satisfied by forwarding the notification of the third party supplier. If necessary, the supplier shall store the goods properly at the supplier's expense and risk until they are taken over by STOELZLE.
7 Shipping, packaging
7.1 Deliveries without the shipping documents required in the orders shall not be considered as order fulfilment and shall either be returned at the supplier's expense and risk or stored until the missing documents are received. In the case of delivery items containing hazardous substances, the Supplier shall always provide a safety data sheet. If deliveries are intended for export, the supplier is obliged to provide a written declaration on the customs origin of the delivery items and to send this to STOELZLE with the first delivery at the latest.
7.2 Unless otherwise agreed in writing, all deliveries shall be made "free works" to the receiving point (DDP) designated by STOELZLE, including proper packaging, customs clearance, insurance and other expenses. The supplier shall bear all risks until acceptance of the delivery item by STOELZLE or its agents at the place to which the delivery is to be made in accordance with the order. Deliveries shall only be accepted at the place of receipt during normal business hours.
7.3 All deliveries shall be packed in a manner suitable for transport; any packing instructions given by STOELZLE shall be followed without fail. Packing wood must comply with the current EC phytosanitary requirements. Empty containers or packaging material will not be returned by STOELZLE unless a corresponding note is made in the invoice and in the supplier's accompanying documents. Packaging must be taken back by the supplier free of charge at STOELZLE's request and recycled in an environmentally friendly manner. Special packaging provided by STOELZLE to the supplier shall remain the property of STOELZLE; the supplier shall be liable to STOELZLE in the event of damage to or loss of special packaging.
8 Handover and transfer of risk
8.1 The handover of the delivery item to STOELZLE shall be effected in such a way that STOELZLE takes it over by agents. If the supplier still has to assemble or process the delivery item at the place of destination, the handover shall only take place after completion of this work, if necessary after carrying out a test run, if such has been agreed or is customary.
8.2 The risk of damage to or loss of the delivery item shall not pass to STOELZLE until it has been handed over.
8.3 Acceptance of the delivery item by STOELZLE shall in no way imply recognition of the contractual conformity of a delivery and thus no waiver by STOELZLE of claims arising from defective, delayed or otherwise non-conforming delivery.
9.1 Unless otherwise agreed in writing, all prices are unchangeable fixed prices which may not be increased for any reason whatsoever.
10. invoicing, payment
10.1 Invoices shall be sent to STOELZLE (email@example.com) in digital form. Order number and order date shall be stated in each invoice, the statutory value added tax shall be shown separately.
10.2 All invoices of the supplier are due for payment within 14 days after receipt of the invoice or goods (whichever is later) with a 3% discount or within 45 days after receipt of the invoice or goods (whichever is later) without deductions, unless otherwise agreed and insofar as permitted by mandatory statutory provisions. Cash on delivery shipments will only be accepted by STOELZLE upon agreement.
10.3 Payments shall be made in euros. If another currency has been agreed, the Euro equivalent on the date of the order shall apply. Expenses in connection with bank transfers, documentary collections or documentary letters of credit shall be borne by the supplier.
10.4 Payment shall in no way constitute recognition of the contractual conformity of a delivery and thus no waiver by STOELZLE of claims arising from defective, delayed or otherwise non-conforming delivery.
10.5 STOELZLE shall be entitled to resell, process or otherwise put deliveries into circulation in the ordinary course of business even before payment has been made.
10.6 The supplier is not entitled to assign, pledge or otherwise dispose of claims against STOELZLE without STOELZLE's written consent.
10.7 In the event of culpable default in payment, STOELZLE shall pay interest on arrears at a rate of 1% above the applicable 3-month EURIBOR. Dunning and collection expenses shall not be reimbursed.
10.8 STOELZLE shall be entitled to set off payment obligations towards the supplier against counterclaims, however named, also from other business relations with the supplier.
11.1 The supplier guarantees in the sense of expressly warranted characteristics that each delivery complies with all requirements stipulated by STOELZLE as well as all statutory regulations and standards, is properly executed and complies with the usually assumed characteristics such as those stipulated or those corresponding to the nature of the transaction.
11.2 The warranty period shall be 24 months; in the event of sale of the delivery item by STOELZLE to a third party, whether in processed or unprocessed condition, the warranty period shall at least correspond to the warranty period agreed between STOELZLE and the third party. The warranty period shall commence (i) in principle upon handover of the goods or services to STOELZLE in accordance with clause 8, in the case of hidden defects upon discovery thereof, (ii) in the case of devices, machines and plants upon the acceptance date stated in STOELZLE's written acceptance declaration, (iii) in the case of spare parts upon commissioning thereof. The warranty period shall be extended to the duration of a defect inspection and/or defect rectification during which delivery parts are not or could not remain in use. For repaired or replaced parts, the warranty period shall start anew at this point in time. STOELZLE is expressly exempted from an immediate inspection obligation; notifications of defects by STOELZLE shall be deemed to have been made in due time, provided they are notified to the supplier in writing within the open warranty period. Claims resulting from defective delivery shall become time-barred within 3 years after written notice of defect.
11.3 If, as a result of defective delivery, an incoming inspection exceeding the usual scope becomes necessary, the supplier shall bear the costs for this.
11.4. In the event of defective delivery, STOELZLE shall be entitled, irrespective of whether the defect affects the entire delivery or only parts thereof, whether the defect is material or immaterial, remediable or non-recoverable, to demand at its discretion (i) free replacement delivery (exchange) or free rectification of defects (improvement), (ii) in the event of the supplier's default in rectifying the defect, to rectify the defect itself, but at the supplier's expense, or to have it rectified by a third party, and (iii) if replacement or rectification is impossible or involves disproportionate expense for STOELZLE, to demand a price reduction or, in the event of a defect that is not merely minor, to withdraw from the contract in whole or in part. STOELZLE may demand that the supplier take back defective deliveries at its own expense and risk within 8 days after notification at the latest, otherwise the supplier shall be charged storage costs.
11.5 Even in the event of slight negligence, the supplier shall be liable for all damages incurred by STOELZLE as a result of defective delivery. The supplier expressly acknowledges that STOELZLE, as a pre-supplier of manufacturing companies with multi-layered work processes, may be subject to extensive warranty and damage compensation obligations vis-à-vis such customers in the event of late or defective delivery, which may far exceed the statutory obligations. Insofar as delivered goods or services are intended for delivery to such customers unchanged or in processed form, the warranty and compensation conditions agreed with these customers in the individual case shall also apply as part of the contractual relationship between STOELZLE and the supplier. At the supplier's request, STOELZLE shall at any time grant the supplier access to the warranty and damage compensation conditions applicable to the customers concerned. The supplier shall always indemnify and hold STOELZLE harmless in the event of late, defective or otherwise non-conforming delivery with regard to claims of such customers and expressly waives the objection of lack of foreseeability of such consequences of damage.
11.6 For each delivery item, the Supplier shall name all upstream suppliers, manufacturers and, in the case of imported products, also importers, in each case stating the company name and registered office, at the latest within the scope of the dispatch notification.
The supplier shall be aware of STOELZLE's corporate purpose. Even if STOELZLE processes the delivery item into a new product, this must comply with the safety requirements associated with the use of the product - which can reasonably be expected.
The supplier shall inform STOELZLE immediately in writing if the delivery item cannot provide the safety required by product liability regulations applicable in the individual case due to mandatory legal provisions or official orders.
If claims for damages are asserted against the supplier in or out of court in accordance with product liability provisions applicable in individual cases, the supplier shall notify STOELZLE thereof in writing without delay.
If a claim is made against STOELZLE in accordance with the relevant product liability provisions in an individual case,
- the supplier shall immediately hand over to STOELZLE all information and documents that are necessary and expedient for proving the exclusion of liability to the injured party in the event of other claims for damages;
- the supplier shall be liable for STOELZLE's recourse claims even if he acts only as an importer or dealer of the product;
- the supplier's liability for compensation shall extend to property damage suffered by STOELZLE as an entrepreneur, whereby indemnifications to the contrary shall not be permissible;
- notwithstanding any product liability provisions to the contrary, STOELZLE shall be entitled to recourse against the supplier for such payment within 3 months after STOELZLE has made payment or has been legally ordered to do so;
- notwithstanding any product liability provisions to the contrary, the supplier must prove that the delivery item is free of defects;
- STOELZLE's rights of recourse against the supplier shall also include all legal costs and other expenses incurred in connection with the claim; and
- STOELZLE's claims for damages and recourse against the supplier are not dependent on a complaint about the defect.
The supplier is obliged to insure all claims of STOELZLE and third parties arising from product liability in an otherwise appropriate amount to be agreed upon conclusion of the contract and to prove this to STOELZLE upon request.
12. production documents, moulds, tools, devices
12.1 Samples, models, drawings, printing plates and other aids as well as molds, tools and devices created at STOELZLE's expense and provided to the supplier shall remain the material and intellectual property of STOELZLE, freely available at any time, and shall be marked as such. Drawings may not be reproduced or used in any other way without the permission of STOELZLE. Such aids and devices may be used without exception for the execution of orders placed by STOELZLE and, in particular, may not be made accessible or otherwise handed over to third parties outside the company. Such tools and equipment shall be insured by the supplier at replacement value and returned to STOELZLE free of charge and in proper condition after delivery of the order, taking into account normal wear and tear. Any rights of retention of the supplier in this respect are excluded.
12.2 The supplier warrants that the delivery, acceptance, use and any other disposal of the delivery item does not infringe any third-party property rights in Germany or abroad and shall always indemnify STOELZLE against all third-party claims in this respect. In the event that this warranty allowance is not met, the contractual products shall be deemed defective and shall entail the legal consequences stipulated under item 11 of these GTC.
13.1 The Supplier shall be obliged to maintain strictest secrecy vis-à-vis everyone with regard to the order, the work resulting therefrom and the procedures connected therewith as well as all technical and commercial documents and equipment connected therewith, unless this is absolutely necessary for the performance of the order. The Supplier shall bind all third parties involved in the performance of the order to the same confidentiality obligation, while maintaining its own obligation in this respect.
14 Data protection, processing and use of data
14.1 By accepting the order, the supplier gives STOELZLE his consent to the electronic processing of personal data arising in connection with the business relationship. STOELZLE shall process the transmitted information on prospective customers, suppliers and customers exclusively for the purpose of implementing the respective negotiated framework or individual agreements. The storage of information on interested parties, suppliers and customers serves solely to establish contact with the responsible persons in the areas of purchasing, finance, logistics and operations for the purchase of products and services and for the provision of services. Any data subjects may contact STOELZLE at any time to request information about their stored contact data - at the following e-mail address: firstname.lastname@example.org.
14.2 The supplier undertakes to comply with the relevant data protection regulations, in particular the provisions of the Data Protection Regulation (DS-GVO) and the Federal Data Protection Act (BDSG-neu), when providing the contractual service as the responsible party or processor. He shall be responsible for the lawful handling of the personal data provided to him by us for the provision of the contractual services, without prejudice to the further provisions in this Section 14. The Supplier shall also be responsible for compliance with the formal data protection regulations (e.g. appointment of a data protection officer, performance of a data protection impact assessment, maintenance of processing directories).
The supplier undertakes to process the personal data made available to it by STOELZLE exclusively in a lawful and transparent manner, in good faith and exclusively for the provision of services that are the subject of the contract. Any further use of the data, in particular such use for the supplier's own purposes or for the purposes of third parties, is not permitted. Furthermore, the Supplier shall limit the processing in terms of content and time to the absolutely necessary extent and shall ensure the accuracy of the data and their integrity and confidentiality.
The Supplier undertakes to take technical and organizational measures to the extent provided for by the relevant data protection regulations to safeguard the confidentiality, availability, integrity and authenticity of the personal data made available to it by STOELZE. This obligation also includes measures to ensure data protection by technology (privacy-by-design) and data protection-friendly default settings (privacy-by-default).
The Supplier undertakes to use only employees for the performance of the contractual services who have been familiarized with the statutory provisions on data protection and the special data protection requirements of our orders and contracts by means of appropriate measures and who have been comprehensively obligated in writing to maintain confidentiality (formerly data secrecy), unless they are already subject to appropriate statutory confidentiality obligations.
If the processing of personal data takes place as commissioned processing, the parties shall immediately conclude a contract for commissioned processing in accordance with the statutory provisions of Art. 28 DS-GVO.
14.3 Any naming of STOELZLE by the supplier for advertising purposes shall require the prior written consent of STOELZLE.
15 Place of performance, applicable law, place of jurisdiction
15.1 The place of performance for all deliveries and services shall be the registered office of the ordering company of STOELZLE, where all present and future claims of STOELZLE arising from contracts with the supplier are to be fulfilled.
15.2 All contracts with the supplier and all claims arising therefrom shall be governed by the substantive law applicable at the place of business of the ordering company of STOELZLE, excluding its conflict of law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are excluded.
15.3 For all present and future claims arising from contracts with the supplier, the exclusive jurisdiction of the court locally and factually responsible for the registered office of the ordering company of STOELZLE is agreed. However, STO is entitled to assert claims against the supplier also before the court which is locally and factually competent for the supplier's place of business. At STO's option, all disputes arising from contracts with the supplier shall also be finally settled according to the Arbitration Rules (Vienna Rules) of the International Arbitration Institution of the Austrian Federal Economic Chamber (VIAC) by a sole arbitrator appointed in accordance with these rules. The language to be used in the arbitration proceedings shall be German, the place of arbitration shall be Vienna. The Supplier waives any right to challenge an arbitral award, on any grounds whatsoever, before an ordinary court or to seek its setting aside.
(16) Should individual provisions of the GTC be or become invalid in whole or in part, the remaining provisions and the validity of the GTC as such shall remain unaffected.