General Terms and Conditions of Business
All contracts, deliveries and other services between us and our suppliers are subject to contractual partners and are exclusively subject to the following General Terms and conditions of delivery and payment (german: ALZB). Our ALZB shall apply exclusively. The terms and conditions of our contractual partners do not apply even without our objection. All agreements shall only apply if they have been confirmed in writing. Logistics transactions are based on the ADSp (latest version in each case), insofar as they do not conflict with our ALZB. In case of doubt, the ALZB shall apply.
2. Scope of delivery
Our written order confirmation shall be decisive for the scope of delivery; in the event that we submit an offer with a time limit, this offer shall be decisive in the event of acceptance in due time, provided that no timely order confirmation has been received. Collateral agreements require our express written confirmation.
The prices from our order confirmation shall be deemed agreed. All prices are ex works or ex warehouse, i.e. do not include transport or insurance costs, unless otherwise expressly agreed in writing when accepting the offer and/or order. The prices also do not include the taxes and levies incurred in the country of destination.
4. Terms of payment
If no special terms of payment have been agreed, our invoices are due immediately upon receipt with 2% cash discount or within 30 days from the date of invoice, net. The contractual partner can only exercise a right of retention on the basis of counterclaims based on the same contractual relationship. Offsetting against our request for payment is not permitted, unless the counterclaims for offsetting are undisputed or legally binding.
If the contractual partner does not comply with the terms of payment, our claims become due immediately in cash without any deduction, unless the breach of the terms of payment is insignificant in an individual case. Insofar as discounts, bonuses, etc. are granted, these are not applicable if the contractual partner does not pay on time. In the event of default, interest will be charged in the amount of 8 percentage points above the base interest rate. They are to be set higher if a burden with a higher interest rate is proven. If there are doubts about the solvency of our contractual partner, we can demand security for the purchase price. Late payment, protest of a bill of exchange or events similar to these two events justify such concerns. In this case we have the right to demand immediate payment of our claims. The above does not apply to non-merchants if payment by instalments was agreed with you when the contract was concluded; in this case, however, we have the right to withdraw from the contract.
5. Delivery time
Binding and non-binding delivery periods and delivery dates shall only apply if they have been expressly agreed or promised in writing. The delivery period begins on the date of our order confirmation, but not before the documents, approvals and releases to be obtained by the customer have been provided, and not before all details have been clarified, insofar as there are still uncertainties about details of the order and we have pointed out these uncertainties in writing in the order confirmation or later. Delivery periods and delivery dates always indicate the time of delivery ex warehouse or ex factories. In the event of force majeure and other unforeseeable, extraordinary circumstances beyond our control, e.g. difficulties in procuring materials, operational disruptions, strikes, lock-outs, lack of means of transport, official intervention, energy supply difficulties, etc. unforeseeable obstacles which are beyond our control and which demonstrably influence the completion or delivery of the delivery item, the delivery period shall be extended by a reasonable period. This also applies if the circumstances occur at upstream suppliers. If delivery and performance becomes impossible or unreasonable due to the circumstances mentioned, we shall be released from our obligation to perform. The same applies if our supplier, through no fault of our own, does not fulfil his contractual delivery obligations and we are not able to procure another replacement for reasons for which we are not responsible. In important cases, we will inform the customer as soon as possible of the beginning and end of the obstacles mentioned.
In any case, we shall only be in default if, after the due date, following a written reminder from the customer, for reasons for which we are responsible, we fail to deliver within a reasonable period of grace and the customer is not in default with an obligation arising from current business. If the customer is entitled to compensation for damage caused by delay, this shall be limited to a maximum of 5% of the agreed purchase price in the event of slight negligence on our part. If the customer also wishes to withdraw from the contract and / or claim damages instead of goods and services, he must set us a reasonable deadline for delivery after expiry of the aforementioned period. If the customer is entitled to damages instead of goods and services, the claim is limited to a maximum of 10% of the agreed purchase price in the case of slight negligence. If the customer is a legal entity under public law, a special fund under public law or an entrepreneur acting in the exercise of his commercial or independent professional activity when concluding the contract, claims for damages in cases of slight negligence are excluded. If delivery becomes impossible for us by chance during the delay, we shall be liable with the limitations of liability agreed above. We shall not be liable if the damage would have occurred even if delivery had been made on time. If the customer does not accept the agreed delivery item, he is in default of acceptance. In this case we can make use of our legal rights. If we demand damages, this shall amount to 10% of the agreed price. Damages shall be set higher or lower if we can prove a higher damage or the customer can prove a lower damage.
6. Risk of transport
The risk of accidental loss and accidental deterioration of the object of purchase or the contractually owed work shall pass to the customer upon handover to the forwarding agent or carrier, at the latest upon leaving the warehouse or factories. If we deliver with our own vehicles, the risk shall also pass to the customer when the subject matter of the contract leaves the warehouse or factory. In this case the customer has claims against us only from culpable violation of the transport obligation. Unless the customer gives special instructions, we shall choose the means of transport and protection. We shall only be liable for the proper selection of the means of transport and protection in cases of gross negligence or intent. We are entitled, but not obliged, to insure deliveries in the name and for the account of the customer.
7. Retention of title
All delivered objects remain our property until complete fulfilment of all claims which we incur in connection with the delivery, in particular claims from repairs, replacement, accessories and supplies of operating materials, freight, customs duties, taxes, hiring and insurance costs. From all claims against the customer, the extended retention of title and lien expressly applies to goods which the customer has left to us for proper safekeeping, even if claims arising from these original transactions have already been satisfied and no proven third-party security rights to them exist. If the customer is a legal entity under public law, a special fund under public law or an entrepreneur who, upon conclusion of the contract, acts in the exercise of his commercial or independent professional activity, the retention of title shall also apply to the claims we have against the customer arising from our current business relations. At the request of the customer, we are obliged to waive the retention of title if the customer has satisfied all claims in connection with the specific delivery and an appropriate security exists for the remaining claims from the current business relationship. Processing and treatment of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obliging us. The processed goods shall be deemed goods subject to retention of title within the meaning of these conditions. If the reserved goods are processed or inseparably mixed with other goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value to the invoice value of the other goods used, to the tent point of processing or mixing. The co-ownership shares thus created shall be deemed goods subject to retention of title within the meaning of these terms and conditions. If our goods are combined with other movable objects to form a single object and if the other object is to be regarded as the main object, it is agreed that the customer transfers co-ownership to us on a pro rata basis, insofar as the main object belongs to the customer. The customer may sell the goods subject to retention of title only in the ordinary course of business under his usual terms and conditions. If the customer is a merchant, his claims from the resale are already now assigned to us. We accept the assignment in this respect. If the reserved goods are sold together with other goods not supplied by us, we are entitled to the assignment in accordance with the above conditions to a fraction of the respective purchase price claim corresponding to the ratio to the invoice value of the resale. In the event of resale of goods in which we have co-ownership shares in accordance with the above, the assignment of the claim shall apply in the amount of our co-ownership shares. The assigned claims shall apply to the same extent as the reserved goods. If the goods delivered under retention of title are seized, the customer is obliged to inform us immediately. Any costs and damages incurred in this respect shall be borne by the customer. The customer admits to us that in the event of non-fulfilment of the contractual obligation by him we can assert our property rights ourselves and without recourse to judicial assistance and are in particular authorised to take away the delivery item.
8. Taking back of goods
We only take back defect-free goods after prior consent in individual cases. In such cases we reserve the right to withhold an amount of 15% of the purchase price or compensation for work to be reimbursed for the redemption. This amount can be set higher or lower if we can prove a higher damage or the customer can prove a lower damage. Special items or custom-made products will not be taken back.
9. Weights, dimensions and deviations
Any deviation in weight, quantity or specification of the delivered goods from our specifications on the delivery note and on the invoice must be proven by the customer, provided that we have an acknowledgement of receipt signed by the customer. Depending on the type of goods, excess or short deliveries of up to 10% in excess of the agreed quantities or weights are permitted, as is customary in the trade and industry. The DIN tolerances and customary deviations apply to the deviations described above.
Claims of the customer due to material defects become statute-barred in accordance with the statutory provisions in principle in two years from delivery of the subject matter of the contract. Deviating from this, a limitation period of one year applies if the purchaser is a legal entity under public law, a special fund under public law or an entrepreneur who, when concluding the contract, acts in the exercise of commercial or self-employed professional activity. In the event of defects in the contractual goods, we may choose between subsequent performance, i.e. rectification of the defect or delivery of a defect-free item. If the subsequent performance fails, the customer has the right to reduce the purchase price or to withdraw from the contract. The same applies in the event of delay in subsequent performance if the customer has granted us a reasonable period of grace and this period has expired.
Our liability is exclusively based on the agreements made in the aforementioned sections. All claims not expressly granted there, including claims for damages, irrespective of their legal basis and designation, are excluded, unless we can be charged with intent and gross negligence. This does not apply to claims for damages which are based on injury to life, body or health caused by a breach of duty for which we, our legal representative or our vicarious agents are responsible. The personal liability of our legal representatives, vicarious agents and employees for damages caused by them through slight negligence is excluded.
12. Place of performance, place of jurisdiction
The place of performance for all obligations arising from a contractual relationship is Bremen. For all present and future claims arising from the business relationship with legal persons under public law, special funds under public law or merchants, including bills of exchange and cheque claims, our registered office in Bremen shall be the exclusive place of jurisdiction.
General Terms and Conditions of Purchase
The purchasing conditions of Bremetall GmbH apply exclusively. We herewith expressly contradict all other terms and conditions. External conditions shall only become part of the contract if Bremetall GmbH has expressly agreed to their inclusion in writing. If a contractual partner rejects the inclusion of Bremetall's terms and conditions of purchase, they shall nevertheless become the subject matter of the contract unless Bremetall has expressly agreed to the rejection in writing.
The offers of the supplier are binding until they are revoked by him in writing, at the earliest after 3 months.
3. Validity of orders and agreements
Orders and agreements are only binding if they have been prepared or confirmed in writing by Bremetall GmbH. Changes and additions to the supply contract may only be made by the supplier if Bremetall has given its written consent.
Prices are quoted in euros. Prices are agreed before the order. They are fixed prices until the final delivery date. All deliveries and services of the supplier including all associated parts and work shall be settled at the price agreed in the purchase contract. Increases and reductions must be confirmed in writing by both parties. In the case of goods traded on stock, excess or short deliveries within the range of +/- 10% are permissible. If, in exceptional cases, prices are not fixed in advance, they must be stated bindingly in the order acceptance at the latest. Bremetall expressly reserves the right of objection or withdrawal before the order.
5. Delivery dates
Delivery dates agreed in writing or stated in the text of the contract are binding. If the delivery date is a week, a month or a quarter, the supplier shall be in default with the first day of the following period in the event of non-delivery, without the need for a reminder. In the event of a delay in delivery, Bremetall shall be entitled to payment of a compensation amount of 2% per full day of the total order value, but not exceeding 10%, without Bremetall having to prove any damage of this amount. The supplier reserves the right to prove a lesser damage. A notification pursuant to § 341 para. 3 BGB is not required for the contractual penalty to take effect. The assertion of a further claim for damages remains unaffected by this. The supplier is obliged to inform Bremetall immediately of any possible delay in delivery. Unforeseen events which seriously affect or disrupt Bremetall or its customers' operations, as well as work stoppages, operational disruptions, operational restrictions and similar cases which result in a significant reduction in demand, entitle Bremetall to cancel all or part of the order or to postpone the date of acceptance. In such cases Bremetall shall only be obliged to reimburse the actual costs actually incurred by the supplier in consideration of the order. If the supplier is responsible for the delay in delivery or is not responsible for the termination of the order, the supplier has no claims whatsoever arising from any termination of the contract by us, in particular not from § 649 BGB.
Shipment by rail is not permitted. Additional costs arising in the event of inadequate addressing shall be borne by the supplier. The consignment itself must be accompanied by a delivery note stating the order and part number as well as a factory certificate. The supplier is obliged, if Bremetall has not issued any regulations, to choose the most favourable method of transport for Bremetall. Forwarding agent dispatch must always be "ex factory". Packaging used for the dispatch of the goods is covered by the delivery price. If the packaging does not comply with the provisions of the packaging regulations, it will be returned to the supplier carriage forward. The "Incoterms" of 2000 of the International Chamber of Commerce apply to delivery clauses agreed with us.
7. Invoicing and payment
Proper and verifiable invoices must be submitted to Bremetall in triplicate no later than 3 days after delivery; they may not be attached to the consignment. Bremetall payments are made as follows: Invoice/goods receipt from the 1st to the 15th of a month, on the 25th of the month with 3% discount. Invoice/goods receipt from the 16th to the end of the month on the 10th of the following month with 3% cash discount. Alternatively, Bremetall reserves the right to pay the invoices without deduction after 60 days at the end of the month. Upon Bremetall's request, complete written lists of the cumulative quantities of the contractual products ordered and any services provided must be submitted to Bremetall without delay.
8. Receivables from third parties
Claims against Bremetall may only be assigned with the written consent of Bremetall GmbH.
9. Liability, Warranty and Remedy of Defects
All properties specified by suppliers regarding the item or required by Bremetall in accordance with their order shall be deemed to have been warranted. The supplier warrants that the objects of delivery with their design, manufacture and the related material correspond to the latest state of the art and, insofar as the supplier's knowledge goes beyond this, to the state of this knowledge. The supplier guarantees that all parts of the delivery items are completely new. If the item is a special design within the meaning of § 3 para. 2 of this law on technical work equipment of 24/06/1968 (Machine Protection Act), the supplier is responsible for compliance with the safety regulations of § 3 para. 1 of this law. If this is not possible, the supplier must point this out. If the item does not meet the agreed and thus warranted characteristics, Bremetall is entitled, at its own discretion, to demand new delivery, subsequent performance, rectification of defects or compensation instead of goods and services, to withdraw from the contract or to have the defect rectified at the supplier's expense. If Bremetall is held liable by third parties for the delivery item, the supplier shall, at Bremetall's request, conduct the legal dispute on its own responsibility and at its own expense. This applies in particular to recourse pursuant to § 478 BGB (German Civil Code). The warranty begins with commissioning or use; it begins again after defects complained of have been reported. Sections 377. 378 HGB do not apply to Bremetall. The warranty covers all costs associated with the rectification of defects, including removal, return transport and similar costs. Complained deliveries shall be returned at the supplier's risk and expense.
10. Industrial property rights and patents
The supplier guarantees that the object delivered by him is free of rights of third parties. Should rights of third parties nevertheless be infringed, the supplier is obliged to ensure that the necessary licence is obtained at its own expense and to provide Bremetall with the unrestricted use of the delivered goods free in terms of space, time and content. The supplier releases Bremetall from claims of third parties, but also from disadvantages and damages resulting from infringements of industrial property rights, in particular from costs arising therefrom.
The supplier undertakes to treat all documents, data, information and knowledge made available or made known to him in connection with the business relationship in strict confidence, not to make them directly or indirectly accessible to third parties either in whole or in part and to use them exclusively for the purpose for which they are intended. The supplier shall impose corresponding confidentiality obligations in writing on its employees, agents and vicarious agents involved in the performance of this order. At Bremetall's request, the supplier shall submit the agreements concluded with its employees, vicarious agents and vicarious agents.
12. Place of jurisdiction
The place of jurisdiction for all disputes arising from the contractual relationship is Bremen. Bremetall is also entitled to bring an action at the headquarters of the supplier. This provision also applies to processes involving documents, bills of exchange and cheques. The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Sales Convention is excluded by Bremetall.
13. Partial invalidity
Should any provision of the contract or these conditions be or become invalid, the validity of the contract or these conditions shall not be affected. However, the contracting parties are obliged in good faith to replace the ineffective provision by a provision that comes close to its economic success within the scope of what is reasonable, provided that this does not lead to a significant change in the content of the contract.