Vacuum and Plant Service

General Terms and Conditions of Purchase

General Terms and Conditions of Purchase for business transactions of Meier Anlagenservice GmbH, Bocholt


I. Scope


The following General Terms and Conditions of Purchase shall apply exclusively to all contractual declara-tions, deliveries made to and services performed for us, and also to future business with the supplier, unless expressly agreed otherwise. The supplier’s terms and conditions of business shall not apply unless we have agreed to them in writing, even in the case of acceptance without reservation.


II. Conclusion of contract


1. The supplier's offers made in response to our inquiry must correspond to the inquiry or contain explicit indications of any deviations. Offers shall always be free of charge for us and without any obligation.


2. Any orders placed and contracts made by us as well as any changes, amendments and additional agree-ments to any such order or contract require our written confirmation to become effective. We shall be bound by an order for a period of two weeks. The supplier is obliged to decide on acceptance of the order or contract within this period, and in the case of acceptance to confirm such by fax, stating our order number and the date of our order letter. Deviations from the order or contract must be marked clearly. The use of our order for reference or advertising purposes is not permitted without our prior written consent.


3. Supply contracts as well as any change and/or amendment to them must be made in writing. Delivery call-offs shall be binding unless the supplier objects within one week of receipt.


4. Before delivery is made, we are allowed to request changes with respect to the delivery item, quantity and design provided any such change can be reasonably expected from the supplier. In the event that costs or time schedules are affected by such changes, the parties shall find a suitable arrangement.


5. Delivery slips, dispatch notes, consignment notes, invoices – all in duplicate – and the entire correspond-ence referring to the supplier’s services must include the references mentioned in the order, in particular order number and date and, where specified in the order, the name of the employee who has placed the order.


III. Prices and terms of payment


1. The prices stated in the order are binding and shall be deemed to be exclusive of statutory VAT. They shall include all ancillary services provided by the supplier, in particular packaging, customs duties, insurance and free shipping to our address or to the agreed point of delivery unless expressly agreed otherwise in writing. VAT and ancillary costs must be shown separately in the invoice.


2. Invoices are paid after the delivery date, receipt of delivery including documentation and test certificates and receipt of invoice as follows: within 30 days net, and within 14 days with a 3 % discount.


3. The supplier is only entitled to offset or retention if his counterclaims are undisputed or legally established. The supplier's right of retention shall be limited to claims arising from the relevant specific contract. The supplier is not entitled to assign claims against us or have claims against us collected by third parties unless they originate from deliveries with extended retention of title.


IV. Deliveries, delivery periods and passing of risk


1. Deliveries and services must be executed at our place of business by the supplier or service provider them-selves and from own production. Partial deliveries or services, delivery of a greater or lesser quantity and the use of subsuppliers are not permitted without our prior consent. They must always be clearly identified as such.


2. The delivery period stated in the order is calculated from the order date and is binding. It shall be met either on delivery of the goods to our address or to the point of delivery specified by us, or on completed assembly if assembly has been agreed, or in the case of work on the day of acceptance. 


3. As soon as the supplier has any reason to suppose that he cannot perform delivery in a timely manner, he shall notify us immediately in writing stating the reasons therefor. In the event of a delay of delivery or performance for which the supplier or a person employed by him to perform the contract is responsible, the supplier undertakes to pay a contractual penalty in the amount of 1% of the contractual sum for every completed week of delay, but a maximum of 5% of the contractual sum, as compensation for our minimum damage. The supplier shall be entitled to prove that we sustained no damage at all or a damage which is considerably lower than the lump sum. We are obliged to inform the supplier of the reservation of the right to enforce a contractual penalty no later than upon payment of the invoice which follows the delivery that was delayed. We reserve the right to assert higher damages.


4. If the supplier does not provide delivery or performance within the agreed period, we may fix an additional period of grace of 14 days for delivery/performance. After fruitless expiry of this additional period of time we are entitled to withdraw from the contract by written declaration and to demand damages. 


5. If a delivery/performance date has been agreed, we are not obliged to take acceptance earlier than this. Ac-ceptance shall always be made formally in the case of works. The physical use, installation or any other use of the subject matter of the contract shall not constitute acceptance.


6. Irrespective of the mode of dispatch, the risk shall be transferred upon acceptance of the goods at our place of business or at the agreed point of delivery, unless we conduct the transport ourselves. The risk cannot be transferred for as long as we are prevented from acceptance by reason of force majeure or labour disputes inside or outside the company. We shall notify the supplier immediately in such an event.


V. Shipment, packaging and insurance 


1. The supplier must follow our shipping instructions. If no instructions are provided, the supplier shall select the mode of transport which is the least expensive and has the shortest delivery time; deliveries shall always be free of charge for us. In the case of larger consignments the supplier shall always notify us in good time.


2. The goods shall be delivered packed ready for sale. The supplier may only use packaging materials which are reusable or can be disposed of easily. As far as pallets are concerned, we only accept undamaged ex-changeable EURO pallets. If the supplier requests the return of packaging materials, this must be clearly stated on the delivery documents. Otherwise, we are entitled to dispose of empty packaging, damaged or non-exchangeable pallets and disposable packaging at the supplier’s expense.


VI. Retention of title


1. A prolonged retention of title for deliveries shall be excluded.


2. In the event of a simple retention of title on the part of the supplier, we have the right to dispose of the goods in the ordinary course of business. The supplier may disclose an assignment in advance to our customers only if his claim is not disputed and payment has not been made despite reminder and a four-week period of grace.


3. We retain ownership to any tools placed at the supplier’s disposal. The supplier is obliged to use the tools exclusively for the manufacture of the goods we have ordered. Furthermore he is obliged to insure the tools placed at his disposal at replacement value against damage due to fire and water and theft at his own ex-pense. The supplier shall perform any service and inspection work which may be necessary in good time and at his own expense. He must notify us immediately of any incidents. 


4. If we provide the supplier with other items or parts, we shall also retain ownership of them. They shall be used exclusively for the execution of our order. If any items or parts are processed or transformed by the supplier, this shall always be done on our behalf. In the case of processing or use, we shall acquire joint ownership of the newly created item in the proportion of the value of the item provided to the other processed items at the time of processing; the supplier shall hold this jointly owned item in custody for us at no charge. The same shall apply to combining items or parts we provide. If the combination is such that the supplier’s item is to be viewed as the main item, it is deemed to have been agreed that the supplier shall transfer co-ownership to us on a pro rata basis in the proportion of the value of the items and parts we provided to the other combined items at the time of combination.


In the event of a default in payment or infringement of obligations under the retention of title on the part of the supplier, we are entitled to reclaim any items or parts provided by us which have been processed or transformed, or reclaim the main item in the event that the items and parts have been combined, and to sell them at the best price possible after written notification with a reasonable deadline and by offsetting against the contractual consideration. 


5. For the period of the retention of title the supplier is not entitled without our prior written consent to sell, pledge or transfer by way of security the items and parts provided, the manufactured item or the main item or the tools provided to him, or to rent or make available or change them in any other way such as to impair our security. If third parties take possession of the items, and in particular seize them or claim a contractor’s lien, the supplier shall draw the attention to the retention of title and immediately notify us thereof. The costs incurred relating to the revocation of the seizure and any recovery of the items shall be borne by the supplier.


VII. Confidentiality and property rights 


1. Information, samples, templates, drawings, models, tools and other production devices which the supplier receives from us or out of our sphere (documents) shall remain our property. The supplier shall keep confidential all documents designated as “confidential“ or identifiable as trade or business secrets due to other circum-stances, and shall also keep these confidential beyond the end of the contract and shall neither record nor ex-ploit them nor disclose them to third parties without our consent unless required for the purpose of the contract. This shall also apply if remote data transfer is used and to products manufactured in accordance with these documents. The supplier shall impose the same obligations on his employees or agents. 


2. All documents must be returned to us at our request or at the latest at the end of the contract at the expense and risk of the supplier. In the case of storage on data carriers it must be guaranteed that all data have been irreversibly deleted. A right of retention to them is excluded under all circumstances.


3. We reserve all rights to any such documents and information, particularly copyrights and the right to register property rights in the name of the supplier.


4. For each violation of the above obligations set out in clause VII. 1. to 5. the supplier undertakes to pay lump sum damages of EUR 10,000.00, whereby we are entitled to prove that we sustained a higher damage and the supplier is entitled to prove that he sustained no damage or only lower damage.  


VIII. Liability and warranty 


1. We undertake to examine delivered goods for evident deviations in quality or quantity within a reasonable period of time. The notification of defect shall be deemed to have been made in good time if it has been received by the supplier within a period of ten working days of arrival of the goods, and in the case of hidden defects upon their discovery. If the nature of the goods is such as to require a longer period of examination, this period is to be added to the above mentioned period for observing the deadline for complaints. The values we determine during the incoming goods inspection shall be decisive for quantities, dimensions and weights.


2. The supplier warrants that his goods/services are free from third party rights and their use by us in accordance with the contract does not infringe on third party property rights. This shall not include the items or documents we have provided (drawings, models, descrip-tions, instructions etc.). 


3. The supplier warrants the conformity of his goods/services with the corresponding documentation. 


4. The subject matter of contract must be fully functional and safe to operate – even if not explicitly stipulated or agreed in the order. In particular, it must comply with the latest legal and regulatory requirements as well as the regulations of the employer’s liability insurance association (Berufsgenossenschaft) applicable at our place of business or at any different place known to the supplier to which delivery is made, and it must also comply with the latest state of the art.


5. From the transfer of risk, the supplier shall warrant the goods supplied in accordance with the statutory provisions. Sections 478, 479 German Civil Code (BGB) shall apply; Section 476 shall apply mutatis mutandis. During the time of inspection and elimination of defects and any resultant operational interruptions, the period of limitation for claims based on damages shall be inhibited. In urgent cases and subject to agreement with the supplier we are entitled to immediately eliminate defects ourselves or to have them eliminated by a third party at the supplier's expense. The right to claim damages shall remain unaffected. If goods are defective in more than three deliveries within any one year, we are entitled to withdraw from contracts that have not yet been performed and to claim damages for non-performance in this respect.


6. The supplier shall support us free of charge in the defence of all claims arising from product or manufacturer's liability and from industrial property rights and shall hold us harmless with respect to such claims and to any and all costs related to the defence of such claims. 


7. The supplier’s vicarious agents or persons employed by him to perform the contract must observe the respective company regulations when working on the factory premises of the recipient.


8. If a contractual item supplied by the supplier causes damage to a third party, the supplier shall hold us harmless within the internal relationship to the extent that he is liable in accordance with statutory and contractual provisions. Damage shall also include the costs of legal prosecution and any necessary recall measures. The supplier undertakes to take out and maintain product liability insurance with a cover sum of EUR 5 million per personal injury/property damage. 


9. Any suggestions and ideas concerning calculations, drawings or other documents submitted by the supplier are not deemed to be instructions on our part and do not alter the supplier’s sole responsibility for his services and deliveries, in particular with respect to their completeness and correctness. This shall also apply in the event that we do not raise objections hereto since we are not obliged to verify.


10. Claims for damages of the supplier shall be excluded unless damage refers to injury to life, body or health for which we are responsible or to other damage which is attributable to grossly negligent or wilful violation of obligations by us, our legal representatives or person employed by us to perform the contract and which is predictable and typical for this type of contract. However, we shall be liable without restriction if and to the extent that any damage which has been sustained is covered by insurance. 


IX. Duration and termination of the contract

The right to an extraordinary termination without notice for good cause remains unaffected. Good cause is deemed to include the opening of insolvency proceedings on the supplier's assets as well as the default of payment on the part of the supplier for a period of more than three months.


X. Place of performance, jurisdiction, applicable law


1. German law shall apply exclusively.


2. Place of performance and jurisdiction, also for liabili-ties from bills of exchange, is our place of business. However, we are entitled to assert claims against the supplier at his place of business as we so choose.


3. The latest version of the “Incoterms” issued by the International Chamber of Commerce in Paris shall apply to the interpretation of trade terms in any case of doubt.


XI. Miscellaneous

1. Any transfer of the supplier’s rights and obligations under the contract concluded with us require our prior written consent to become effective.


2. Should individual provisions of these Terms and Conditions be or become invalid, the validity of the re-maining provisions shall not be affected.


Date: 23.11.2016