Terms and conditions of purchase

These Terms and Conditions of Purchase of the enterprise Arbonia Glassysteme GmbH, Auwiesenstrasse 6, 94469 Deggendorf, hereinafter also referred to as "promoter" or "we" or "us", shall become parts of all contracts for goods concluded by us with third parties (= "purchaser" = "supplier" = "seller"), unless differences are agreed in writing in the contract. If there are differences or contradictions between the provisions of these Terms and Conditions of Purchase and the contract, the provisions of the contract shall take precedence.
These Terms and Conditions of Purchase shall also apply to all our future transactions with this purchaser.
"Goods" within the meaning of these Terms and Conditions of Purchase are items, rights and other contractually agreed services of whatever type and legal nature.

General terms and conditions of sale and delivery of the purchaser (= third-party terms and conditions) that conflict with or differ from our Terms and Conditions of Purchase shall not become part of the contract. This shall also apply if we have not individually objected to the third-party T&Cs provided or communicated to us. By placing an order and accepting goods without objection, we do not accept the Purchaser's third-party T&Cs. Orders and acceptance do not constitute acceptance or acknowledgement of the Purchaser's access.

Drawings, designs and other templates made available to the Purchaser by us, regardless of whether they are originals or reproductions, are only made available to the Purchaser on loan and remain our property. They may not be used for other purposes, reproduced or transmitted to third parties or otherwise made known to them and they must be returned to us as soon as possible, at our request or Immediately after the version of the order at the latest.

If we provide items that are used in the goods, these shall remain our property. Any processing or transformation shall be carried out by the Purchaser on our behalf. If the goods are processed or mixed with third-party property, we shall acquire co-ownership in the ratio of the value of our items to that of the other items at the time of processing or mixing.

If we provide the supplier with items, in particular tools, for the production of the goods, we shall remain the indirect owner and the supplier shall store these items for us as the direct owner at his own risk. They shall remain our property, they shall be labelled and treated by the supplier as our property and only used for the fulfilment of his delivery and performance obligations towards us. The Purchaser shall carry out the necessary maintenance, servicing and repair as well as insurance in our favour against theft, damage or destruction by fire or other natural hazards at its own costs.
The Supplier shall return these items to us or to a third party determined by us at our request at any time, without the Supplier being entitled to assert its own right of possession, retention or any other right against the claim for return. If third parties seize these items, the supplier must inform us immediately in writing and support us in the defence against interference with our ownership and possession rights. We are entitled at any time to inspect, examine and exchange these items at the supplier's premises or to have this done for us by third parties.

If we do not exercise or repeatedly fail to exercise rights to which we are entitled under these Terms and Conditions of Purchase or the contract with the supplier or by law, or if we do not expressly assert or reserve them at a certain point in time, this shall not constitute a declaration that we waive our rights or compliance with the determinations on which they are based for the past or for the future or that we do not assert our claims.

The headings of the sections of these Terms and Conditions of Purchase are for survey purposes only and are not to be used to fix, determine or interpret the content of the respective provisions.

Contracts for goods, their modifications and amendments must at least be in text form. Electronic transmission is not excluded.

Verbal agreements shall only be effective if they are immediately confirmed in writing by one of the parties.

As long as there is no printing of a price agreement in writing, a contract is not concluded and a call-off order is not binding for us, unless expressly agreed otherwise in writing.

In the absence of an express declaration to the contrary, any price quotation shall be understood to mean that the goods or services are to be handed over to us in Plattling-Pankofen or the expressly agreed other place of delivery or are to be provided there and that all costs, taxes, fees, taxes, customs duties, insurance, freight and packaging incurred or caused up to that point are included in the price.

Communications from the supplier to us, his delivery notes and his invoices must state our order and call-off data and our material number.

At our request, the supplier must declare and/or prove the origin of the goods to us in writing.

We and the supplier are each obliged to treat as strictly confidential all information received from the other party in the frame of our business relationship as well as the nature of the goods and the content of contracts and not to make it accessible to third parties and to ensure that the respective employees, agents or other third parties involved in the business relationship also fulfil this obligation of confidentiality.

Contracts shall be concluded in writing or by the Purchaser declaring its acceptance to us in writing within 14 days of receipt of our order; our right to determine a shorter or longer period in the order shall remain unaffected. After the expiry of these 14 days or the drainage of the deadline set by us in the order, we are entitled but not obliged to revoke our order in writing until receipt of the declaration of acceptance. Even without his written declaration of acceptance, the Purchaser's first act by which he fulfils our order shall be deemed to be his declaration to us that he accepts our order in its entirety.

If our order is only accepted by the Purchaser with differences, the Purchaser shall expressly advise us of this in writing and in a prominent place; the contract shall only be concluded with our consent.

Unless we expressly declare this in our order, we do not accept any offer previously submitted to us by the supplier; rather, our order alone determines the content of the contract offered by us to the supplier.

Offers made to us by the supplier and our orders are, unless expressly stated otherwise in writing, always to be understood as meaning that the goods have the quality that is suitable for the stated purpose or the purpose resulting from the natural nature of the goods or the purpose customary in the industry, that they fulfil the legal determinations applicable in Germany, that all substances, preparations and objects of the supplier fulfil the specifications and other provisions of the REACH Regulation in its current version, the goods are not subject to any trade or export restrictions applicable in Germany, they comply with the information in the technical descriptions, test certificates, certificates of origin, certifications or confirmations which we have requested from the supplier or received from him by the time of the contract agreement or which have been published by the supplier or with his knowledge in general and that the goods are delivered to us free of any rights of third parties.

The Purchaser shall be obliged to test our order competently and with the care customary in the industry and to suggest that we change the quality of the goods if modifications are necessary or expedient with regard to statutory or other mandatory orders that have already been amended or have been amended by the time of delivery or for technical reasons. This also applies to repeated deliveries/services within the frame of an already concluded contract.

Without our prior written consent, the supplier is not authorised to change the quality of the goods agreed in the contract or to deviate from the amount agreed in the contract or specified in our delivery call-off. Differences give us the right to refuse acceptance.

Dates, deadlines and amounts according to the contract are binding. If we have the right to call off partial quantities from the supplier, the information in our delivery call-off shall be binding. The decisive factor for compliance with the delivery date or delivery period shall be the entrance of the goods at the contractual place of delivery.

The supplier must inform us immediately in writing as soon as he realises that he will not deliver the goods to us in accordance with the contract or the delivery call-off despite all possible and reasonable measures. The supplier must inform us in writing of all causes for this and the measures taken by him to remove the delay in a verifiable manner and at the same time inform us in writing of the new delivery date that is possible for him with security. Our rights due to delay in delivery and breach of contract remain unaffected.

If the Purchaser is culpably in default with a delivery or service owed by it to us, it shall forfeit a contractual penalty at the level of 0.15 per cent of the gross remuneration agreed for these goods for each day of delay, but not more than five per cent of this remuneration in total. We reserve the right to demand the penalty until payment for these goods has been made. This shall not affect our right to claim damages in excess of the contractual penalty and the purchaser's right to prove to us that we have not suffered any damages.

The agreement of new dates in the event of delay or the unconditional acceptance of goods delivered late shall not constitute a waiver of the rights to which we are entitled due to delay in delivery.

All events of force majeure as well as operational disruptions of any kind for which we are not responsible and which cause a restriction or cessation of our operations shall entitle us to postpone the fulfilment of assumed acceptance obligations or, if the service is no longer of interest to us at a later date, to withdraw from the contract in whole or in part. Force majeure shall include strikes, lock-outs and other circumstances affecting us or third parties which permanently disrupt our operations and make it significantly more difficult or impossible for us to fulfil our obligations. We are obliged to inform the Purchaser of such situations and their effects on the business relationship in writing as early as possible and reasonable.

All events of force majeure as well as operational disruptions of any kind for which the supplier is not responsible and which cause a restriction or cessation of its operations shall entitle the supplier to postpone the fulfilment of assumed delivery obligations or, if performance is no longer possible for the supplier at a later date, to withdraw from the contract in whole or in part. Force majeure shall include strikes, lockouts and other circumstances at the supplier's premises or those of third parties which permanently disrupt its operations and make it significantly more difficult or impossible for it to fulfil its obligations. The supplier is obliged to inform us in writing of such situations and their effects on the business relationship as early as possible and reasonable.

The risk shall not pass to us until the goods have been delivered to the agreed place of delivery and accepted by us without reservation.

We shall only inspect goods delivered to us externally for recognisable transport damage, for obvious defects and, on the basis of the transport documents, for the number of units and identity of the delivery with the contract or the call-off; otherwise we shall have no obligation towards the supplier to inspect goods upon entrance. We shall only carry out inspections in accordance with the circumstances of our ordinary course of business using application- or production- or product-related test methods. If we complain about goods within two weeks of their delivery, this complaint shall in any case be deemed to have been made in good time, unless it concerns defects that were already obviously recognisable upon delivery of the goods. By paying for goods, we do not declare that these goods have been inspected, accepted or are in conformity with the contract.

In the event of defective fulfilment of the contract or fulfilment in breach of duty, we shall be entitled to the full statutory claims. If claims are asserted against us for defects or damage to our products that were caused or contributed to by goods delivered to us by our purchaser in a defective manner or in breach of duty, the orders of §§ 445a, 445b BGB shall apply accordingly to our recourse against our purchaser, unless we have further claims based on other statutory or contractual provisions.

The Purchaser shall indemnify us against any obligation arising from manufacturer's liability, including any expenses arising from and in connection with recall campaigns, which affect us due to the non-contractual nature of the goods delivered by the Purchaser and insofar as these differences were caused within its sphere of control or organisation or were not recognised in breach of duty. This shall also apply if we have further processed the goods. Further statutory claims to which we are entitled shall remain unaffected.

Unless otherwise agreed in our contractual agreement with the Purchaser, the statutory determiners shall govern the start and the periods of limitation of our claims arising from defective or otherwise improper fulfilment of the contract, whereby the duration of each statutory term of limitation shall be extended by a period of six months.

Unless otherwise agreed, we shall fulfil the contract - provided that the contract is fulfilled and the invoice is issued correctly - within 14 days of receipt of the goods and invoice with a deduction of 3% discount or within 60 days without any deductions. We are entitled to make payment by sending crossed cheques or by bank transfer at our discretion. Payment shall be deemed to have been made on time if we have demonstrably issued the payment order to the financial institution or sent the cheque to the Purchaser within the aforementioned period.
If the invoices do not contain the information specified under 2.6, the 14-day period for deduction of discount shall not start until the day on which all the information required by us has been provided. We do not honour cash on delivery shipments; the resulting costs shall be borne by the supplier.

Without our prior written consent, which may not be unreasonably withheld, the Purchaser is not authorised to assign its payment or other claims against us or to have them collected by third parties. § Section 354a HGB remains unaffected by this.

If our purchaser suffers financial collapse (= over-indebtedness, insolvency or imminent insolvency) and an application is therefore made to open insolvency proceedings against its assets, all our claims against it shall be deemed due and unconditionally payable at the time of the position of an application for insolvency, even if they are old claims, claims subject to a condition subsequent or a condition precedent.
Insofar as we have claims against our purchaser at this point in time that are not for money or whose monetary amount is undetermined or uncertain, we shall be entitled to quantify the amount of money owed to us by the purchaser at our reasonable discretion and to demand this from him.

If insolvency proceedings are opened against the assets of our purchaser, we shall also be entitled to set off claims due to us against his claims which are still accessible or not yet due and/or which are due to a third party in which we have a direct or indirect interest at this time or which then has an interest in us. Insofar as claims against the contractual partner at this time are not for money or their monetary amount is undetermined or uncertain, we shall be entitled to quantify the amount of money owed at our reasonable discretion.

The Purchaser shall only be entitled to offset against our claims or to assert any right of retention if its asserted claim is undisputed or has been recognised by declaratory judgement.

All claims and legal disputes arising from this contractual relationship shall be governed by the law of the Federal Republic of Germany, to the exclusion of the determiners of the UN Convention on Contracts for the International Sale of Goods, unless otherwise stipulated in the contract and/or these Terms and Conditions of Purchase.

The place of jurisdiction for all claims and legal disputes arising from this contractual relationship is D-94469 Deggendorf, but we are also entitled to bring a legal dispute against the supplier before the court of his general place of jurisdiction.

If individual provisions of these Terms and Conditions of Purchase are invalid, this shall not affect the validity of the remaining determinations. The ineffective determination shall be replaced by mutual agreement by a provision that corresponds to the economy of the remaining determination. This shall apply accordingly if the Terms and Conditions of Purchase are invalid as a whole.