1. Conclusion of contract
No orders shall be accepted unless in writing. Exclusively our own Conditions of Purchase shall apply. Deviating agreements and conditions of the supplier shall not be accepted unless with our explicit agreement in writing; failing which they are herewith expressly rejected. Unless we have made relevant arrangements under these Conditions of Purchase, the statutory regulations shall supplementary apply. Any amendments or supplements to existing agreements shall be in writing to be effective.
The supplier shall be obligated to expressly point out any deviations between our request and his offer and also any deviations between our order and his order confirmation. Failing this, deviations shall be deemed not as agreed.
The supplier shall guarantee that the supplied goods are state of the art in terms of science and technology and compliant with safety and environmental regulations and that the properties are as agreed, specifically as specified in the order. This shall also apply in terms of perfect assembly, power requirements, performance and efficiency. The safety regulations prescribed under the accident prevention regulations shall be included in the delivery – without the need for a separate comment or separate order. The warranty period shall be 24 months. The period shall start after completed installation of relevant items or after agreed trial runs when these have been completed without complaints. The warranty period shall for the rest start on receipt of the supplied goods at incoming goods receipt. Should only individual parts of a delivered item be defective, the warranty period for the repaired or replaced part and for the entire delivered item shall restart or be extended by the period between notice of defect and remediation of defect respectively.
The warranty period shall be extended by the time that the supplier takes to remedy a defect after notification or to finally reject our claims in writing. The supplier shall during the warranty period guarantee the specified properties of the supplied object and the absence of defects impairing its use or operation. Any contractual or regulatory liability or obligation of the supplier over and above this shall remain unaffected.
3. Plastic raw materials, additives, defects and costs
Plastic raw materials shall not contain foreign matter, propellants, metals and other plastic materials; they shall not contain bromine or halogenated flame retardants and colorants shall be free from cadmium, lead and other pigments containing heavy metals. The supplier shall guarantee this. Should the goods not comply with the agreed type specification or should mixtures not be homogeneous, we shall be entitled to re-mix or return such goods for the account of the supplier. Defective or unusable materials shall be taken back or will be disposed of by us with costs.
This shall also apply should defective materials contaminate larger quantities. The supplier shall in this case take back the entire contaminated quantity, including the externally supplied quantity; failing this, the material shall be disposed of for his account. Unless the supplier collects the materials to be disposed of within 14 days after request, we shall be entitled to dispose of the materials at the cost of the supplier. For the sake of documentation, we would retain reference samples until final clarification. The supplier shall be liable for all damages caused by contaminated materials. In the event that defective deliveries cause stoppages of our machines or those of our customers or are the cause of other costs incurred by the customer, we shall be entitled to invoice the supplier for our stoppage times in accordance with our internal accounting rates and/or for costs incurred by the customer.
All delivery slips shall show our designation for the article, our order number and the gross and net weight. All primary goods shall include a corresponding works test certificate (assay certificate) with the delivery slip. Should this information or documentation be missing, we shall be entitled to refuse acceptance of the goods and/or send them back for the account of the supplier. Such goods shall then be deemed not delivered.
almaak international GmbH has a statutory right to the electronic delivery of safety data sheets (SDB) pursuant to Art. 31 REACH or to information (fact sheet) pursuant to Art. 32 REACH by all suppliers – unsolicited, free, in German and with the note “revised on….”. Should the materials and preparations supplied by almaak international GmbH contain more than 0.1 % by weight of candidate substances, we will always require a safety data sheet pursuant to Art. 31(3) REACH. The submitted documentation accompanying offers shall be incomplete without the abovementioned safety documentation.
4. Duty to inspect and give notice of defects
To the extent that we purchase goods for prompt re-sale without intermediate processing, we will not be subject to any duty to inspect and give notice of defects pursuant to § 377 HGB [Commercial Code]. The supplier shall indemnify us from all claims by our customers.
For the rest, we shall be obligated to inspect the goods only within the framework of the usual and proper run of business, i.e. in the course of processing or using the goods, with no obligation to perform separate goods receipt inspections. We shall be entitled to object to defects found in this manner within one month after discovery.
The packaging shall be suitable for transport and adequately labelled. Failing this, we reserve the right to refuse acceptance.
Other labelling on the packaging, especially on used packaging, shall be removed or rendered not readable before dispatch. The supplier shall take back, at no charge, packaging that we cannot dispose of for free or that we cannot deposit into a disposal or recycling system of the supplier for free. We shall dispose of such packaging with costs unless the supplier takes care of this within 14 days after notification.
6. Determining weight
The invoiced net weight shall be verified by means of corresponding weighing documentation. In the absence of such proof we shall be entitled to change the invoice to reflect the weight as determined by us. Should there be differences, the weight as measured by us shall be decisive, unless the supplier can prove that his specified weight was correctly determined using generally accepted methods. Full vehicle loads shall only be accepted on presentation of a weighing slip.
7. Supply deadlines and schedules
Supply deadlines and schedules are strictly binding. Delivery periods shall start on the date shown on our order. For call orders, we reserve determination of call dates and schedules.
Should delivery be agreed for a fixed date and the deadline exceeded, we shall be entitled to cancel the agreement and demand compensation. This shall also apply if deadlines are violated for part of a delivery only. We shall for the rest reserve these rights after reasonable extension of the deadline and warning of rejection.
Should the supplier have reason to believe that events not under his control or force majeure will prevent him from meeting delivery deadlines, he shall inform us of this circumstance without delay, giving reasons and the estimated duration of the delay. Should the supplier fail to provide such information or delay in doing so, he shall be liable for the delay and its consequences. The arrangements as per Section 3 shall apply to delays in production as a result of this.
8. Cession of claims
The supplier shall not be entitled to cede his claims against the orderer or commission third parties with their collection, unless with the prior consent of the orderer.
9. Force majeure
Force majeure, labour unrest, riots, official measures and other unavoidable events shall release the affected parties from their obligation to deliver or accept for the duration of the event and to the extent of its effects. Should this delay the delivery or acceptance by more than 1 month, then we and the supplier shall, under exclusion of all further claims, be entitled to rescind the contract in respect of the quantities affected by the interference with delivery or acceptance.
10. Place of performance and jurisdiction
The place of performance for the delivery shall be the delivery address given by us; the place of payment shall be Krefeld. If the supplier is a registered trader, the place of jurisdiction shall be Krefeld or, at our discretion, the responsible court at the headquarters of the supplier.
11. Applicable law, Incoterms
The Contract shall be subject to the laws of the Federal Republic of Germany. Interpretation of the clauses under the Contract shall be subject to the Incoterms of the International Chamber of Commerce as amended. Unless otherwise determined under the Contract, these conditions or the Incoterms, the UN Convention on Contracts for the International Sale of Goods (CISG) shall apply supplementary.
12. Invoicing and payment
Invoices shall bear our order and article numbers and shall be sent to us separate from the goods and separately for each order. Invoices without such information shall be deemed not received, no payment shall be due and we shall be entitled to return them immediately. Unless otherwise agreed, we shall make payments within 14 days after receipt of invoice, goods and any agreed certificates or records of acceptance, with 3% discount or net within 60 days after the end of the month immediately following the month of delivery. We shall at all times be entitled to unlimited offset of counter claims, including counter claims not yet due.
The agreed prices shall be free to the place of use given by us, including packaging, transport and ancillary costs, especially carriage.
If the goods are delivered on leased pallets, then corresponding empty pallets shall immediately be taken in return. There shall be no compensation or warranty for retained leased pallets. Should the packaging not be included in the price of the goods in exceptional cases, this shall be calculated at cost and repaid in full in the event of carriage paid return. Over and above this, packaging will only be paid for if such compensation has been expressly provided for in the contract.
All agreed prices shall be fixed. We shall not accept pricing clauses of the supplier.
14. Final provisions
These Conditions of Purchase shall apply directly and analogously to all legal relationships between us and the supplier, especially those pertaining to contracts for supply and services. Should individual provisions of these Conditions of Purchase or the contract with the supplier be or become ineffective, the effectiveness of the remaining provisions under these Conditions of Purchase and the contract with the supplier shall not be affected thereby. The ineffective provisions shall be substituted with a clause that approaches the intent of the ineffective provision as closely as possible. The headings of these Conditions of Purchase serve merely to improve orientation. They shall have no effect on the interpretation.
Krefeld, July 2008