Términos y condiciones de compra

1. Scope, Form 

These terms and conditions apply exclusively to transactions with businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law, in respect of all purchasing transactions entered into by the purchaser. Any deviations, in particular the supplier’s terms and conditions and ancillary agreements, shall only apply if the purchaser has acknowledged them in writing. Any conflicting or deviating terms and conditions of the supplier shall not be recognised, even if we do not expressly object to them. A general defence clause is intended to exclude not only conflicting clauses but also any additional supplementary clauses. Unless otherwise agreed, these Terms and Conditions of Purchase, in the version valid at the time of the order, shall also apply as a framework agreement to similar future contracts, without the Purchaser having to refer to them again in each individual case. Individual agreements take precedence over these Terms and Conditions.

Legally relevant declarations and notifications relating to the contract (e.g. setting of deadlines, notices of defects, reminders, withdrawal) must be made in writing (e.g. by letter, email or fax).

2.  Order

Orders must be made in writing to be valid. Orders placed verbally or by telephone are only binding on the customer if they are subsequently confirmed in writing. Acceptance of orders must be confirmed to the customer in writing within two weeks of receipt of the order (order confirmation). Once this period has expired, the purchaser is entitled to cancel the order. The contract is concluded upon receipt of the supplier’s order confirmation or upon delivery of the goods.

3. Delivery dates

The agreed delivery periods and dates are binding. They run from the date of the order, unless otherwise agreed. The goods must be received at the collection point specified by us within the delivery period or on the delivery date. 

If delays are to be expected, the supplier must notify us of this immediately in writing and seek our decision as to whether the order is to be maintained. 

If the supplier is in default, the purchaser shall be entitled, following the fruitless expiry of a reasonable grace period,

a) to claim a contractual penalty amounting to 0.3% of the net order value of the delayed delivery for each full working day of delay, up to a maximum of 5% of the net order value,

b) to claim damages in lieu of performance; or

c) to withdraw from the contract.

 The contractual penalty forfeited shall be set off against any further claim for damages.

Partial deliveries are only permitted with the purchaser’s prior written consent.

4. Terms of Delivery

Unless otherwise agreed, delivery shall be made DDP (Delivered Duty Paid, INCOTERMS® in the version applicable at the time the contract is concluded) to the receiving point specified by the purchaser 

Risk shall not pass to the purchaser until acceptance by the purchaser’s receiving point. The purchaser shall not be obliged to accept the goods before the delivery date has expired.

If, in exceptional cases, we are to bear the freight costs, the supplier must choose the mode of transport specified by us; otherwise, the mode of transport and delivery most favourable to us shall apply. The risk shall not pass to us until acceptance by our receiving department.

5. Documentation

Invoices, delivery notes and packing lists must be enclosed with every consignment. These documents must contain: 

- Order number 

- Quantity and unit of measure 

- Gross, net and, where applicable, calculated weight 

- Packaging, such as big bags, octabins, cartons, mesh crates and other items, as well as pallets, must be specified in terms of quantity and appropriately accounted for as tare weight 

- Item description with our item number 

- Remaining quantity in the case of partial deliveries. 

For freight consignments, a dispatch note must be sent to us separately on the day of dispatch.

6. Prices

Unless otherwise agreed, the agreed prices are fixed prices free to the customer’s place of receipt, including packaging. 

The supplier shall not grant us less favourable prices and terms than those granted to other comparable customers, if and insofar as the latter offer the supplier the same or equivalent conditions in the specific case.

7. Invoicing/Payment

Invoices must be issued separately for each order.  Payment shall only be made upon full receipt of the goods free from defects or full performance free from defects, and upon receipt of the invoice. This shall apply mutatis mutandis to partial deliveries. 

Unless otherwise agreed, the payment term is 30 days net from receipt of a verifiable invoice, but no earlier than the date of receipt of the goods. If payment is made within 14 days of receipt of the invoice, the purchaser is entitled to deduct a 2% discount from the net invoice amount. The discount period shall not commence before the date of full receipt of the goods free from defects. Delays caused by incorrect or incomplete invoices shall suspend the running of the discount period until a corrected, verifiable invoice is received. 

The Supplier’s claims against us may only be assigned to third parties with our consent. Notwithstanding any prohibition on assignment agreed herein, the Purchaser may make payment to the Supplier with discharging effect (Section 354a(1), second sentence, of the German Commercial Code (HGB)).

The purchaser is entitled to set off claims and to assert rights of retention to the extent permitted by law. The supplier is only entitled to set off claims or to assert a right of retention on the basis of counter-claims if the purchaser has either expressly acknowledged the counter-claims or if these have been established by a final and binding court decision.

8. Notice of defects/warranty

The goods delivered must be inspected to a reasonable extent for obvious defects (identity, quantity, transport damage) upon receipt at the purchaser’s receiving point, in the ordinary course of business. Obvious defects must be reported to the supplier in writing without delay, and at the latest within 4 working days of delivery. Hidden defects must be reported in writing without delay, and at the latest within 10 working days of discovery. Section 377 of the German Commercial Code (HGB) remains unaffected in all other respects.

In the event of defects, the purchaser is entitled to the full extent of their statutory rights. In particular, the purchaser is entitled, at its discretion, to demand rectification or replacement. If the supplier has failed to provide subsequent performance within a reasonable period set by the purchaser and is at fault for this, the purchaser is entitled to remedy the defects itself or have them remedied by third parties and to claim the necessary costs from the supplier.

The limitation period for claims for defects is 36 months from the transfer of risk, unless longer periods apply by law. The suspension of the limitation period pursuant to Section 445b of the German Civil Code (BGB) remains unaffected

9. Manufacturer’s Liability

In the event of damage resulting from injury to life, limb or health, or other product liability claims arising from a defect in the goods supplied, the Supplier shall indemnify the Purchaser against claims by third parties to the extent that the cause lies within the Supplier’s organisational sphere or area of responsibility. Liability under the Product Liability Act remains unaffected.

The Supplier undertakes to maintain adequate product liability insurance and to provide the Purchaser with proof of insurance upon request.

10. Intellectual Property Rights

The Supplier shall be liable to ensure that its delivery and our use thereof do not infringe any patents or other intellectual property rights of third parties. It shall indemnify us and our customers against all claims arising from the use of such intellectual property rights. 

This shall not apply where the Supplier has manufactured the goods supplied in accordance with descriptions or instructions provided by us and does not know, or cannot know in connection with the products manufactured by it, that this infringes any intellectual property rights.

11. Force majeure

Force majeure and other circumstances beyond the control of the affected contracting party shall entitle both parties, at their discretion, either to postpone performance for the duration of the hindrance or to withdraw from the contract in respect of the part of the contract not yet performed, provided that the hindrance lasts for more than three months

Cases of force majeure shall include, in particular, war, civil war, export restrictions or trade restrictions resulting from a change in political circumstances, as well as strikes, lockouts, operational disruptions, operational restrictions, cyber-attacks and similar events.

The contracting parties are obliged to inform each other immediately in writing of the existence and the expected duration of the hindrance and to adapt their obligations to the changed circumstances in good faith.

12. Storage/Ownership

Materials supplied by the supplier remain our property. They must be stored separately as such and may only be used for our orders. 

The supplier shall be liable for any depreciation in value or loss if and to the extent that they are responsible for the cause. The purchase price includes the costs of storing the items and materials held in custody on our behalf.

13. Trade Secrets, INCOTERMS, Data Protection

The supplier is obliged to treat our orders and all related commercial and technical details as trade secrets within the meaning of the Trade Secrets Act (GeschGehG). This duty of confidentiality shall continue to apply even after the contract has ended.

Where trade terms are agreed, the INCOTERMS® in the version applicable at the time the contract is concluded shall apply. 

The processing of personal data shall be carried out in accordance with the purchaser’s privacy policy

14. Place of performance, place of jurisdiction

The place of performance for deliveries is the receiving point designated by the Purchaser. The place of performance for payment is Aurich.

If the Supplier is a trader within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be the Purchaser’s registered office, currently Aurich, Germany 

 All legal relationships between the Purchaser and the Supplier shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and international private law.

As at: June 2026