Purchase Conditions
GSH Saxony GmbH
Purchase
Terms and Conditions
§ 1 General
1. We place orders exclusively on the basis of these general terms and conditions of purchase. These terms and conditions apply to all types of deliveries and services. By confirming the order, the supplier generally accepts our terms and conditions of purchase. Conflicting, supplementing, or deviating terms and conditions will only become part of the contract if GSH Sachsen GmbH expressly acknowledges them in writing. Our silence regarding communicated, conflicting terms and conditions of the supplier does not constitute our acceptance or consent to these terms and conditions, even if the contract is executed without reservation by both parties.
2. These Terms and Conditions of Purchase shall also apply to all future transactions between the Supplier and GSH Sachsen GmbH, provided that the transaction is a mutual commercial transaction or a pure service on the part of the Supplier, even if no express reference is made to these Terms and Conditions of Purchase in the individual case.
3. The supplier may only mention the company name or trademarks of GSH Sachsen GmbH when providing references or in other publications if we have expressly consented to this in writing.
4. Our terms and conditions of purchase apply only to companies in accordance with Section 310 (4) of the German Civil Code (BGB).
§ 2 Offer, placing of order
1. The supplier must explicitly inform GSH Sachsen GmbH in the offer of any deviations from the inquiry documents. We also expect, as an extension to the offer, suggestions for improvements or savings, if the supplier is able to do so based on its knowledge of the state of the art or its know-how.
2. The preparation of the offer is free of charge for GSH Sachsen GmbH, unless otherwise agreed in writing with us or mandatory legal regulations apply. Unless expressly stated otherwise, prices quoted to us include VAT, free delivery, packaging, insurance, and all customs duties and taxes.
3. If the supplier does not accept the order in writing within 10 days of receipt of the order (by means of a corresponding order confirmation - with price and delivery date confirmation), GSH Sachsen GmbH is entitled to revoke the order without the supplier being entitled to any claims for damages.
4. Orders, as well as any changes or additions thereto, must generally be in writing (fax, remote data transmission, and machine-generated electronic documents are also possible – even without a signature; the corresponding transmission report serves as proof). Verbal orders and ancillary agreements upon conclusion of the contract are only valid if they have been confirmed in writing by GSH Sachsen GmbH. This also applies to all changes after conclusion of the contract. Services or deliveries performed without a written order from us will not be accepted.
5. The contracting parties are obligated to treat all non-public commercial or technical details that become known through the business relationship as business secrets. Subcontractors must be informed accordingly. This obligation shall continue even after the end of the business relationship.
§ 3 Scope of services, execution, changes
1. The scope of services is determined from the respective individual order.
Documents, reports, ideas, drafts, models, samples, and all other results generated during the performance of the contract are part of the contract. The service results will be described in more detail, if necessary, by means of specifications, service descriptions, schedules, and other attachments. Attachments specified in the contract are part of the contract.
2. The Supplier shall provide its services with the utmost care, taking into account the latest scientific and technical developments, the safety regulations of authorities and professional associations, as well as its own existing knowledge and experience or those gained during the contract work. The Supplier guarantees compliance with legal regulations, the agreed technical specifications, and other requirements.
3. The complete execution of the ordered deliveries and services by third parties requires the written consent of GSH Sachsen GmbH.
4. The supplier shall prepare drawings, data, and other documentation in accordance with the requirements, regulations, and guidelines of GSH Sachsen GmbH and its customers. In the event of any ambiguities, the supplier is obligated to obtain all necessary information before commencing work. Non-Microsoft compatible IT systems and programs used in the documentation must be agreed upon in advance with GSH Sachsen GmbH. The supplier is obligated to provide the relevant information before commencing work.
5. The supplier will, upon request from GSH Sachsen GmbH, provide information on the composition of the delivery item, insofar as this is necessary to comply with official requirements at home and abroad.
6. As long as the supplier has not yet fully fulfilled its obligations, GSH Sachsen GmbH is entitled, within reasonable limits, to request changes to the order regarding design, execution, quantity, and delivery time, provided that GSH Sachsen GmbH deems this necessary for production reasons. The effects (e.g., additional or reduced costs, delivery dates, etc.) must be agreed upon appropriately by both parties.
7. The supplier is obliged to immediately notify in writing any concerns it has regarding the manner in which the service/delivery is to be carried out as requested by GS H Sachsen GmbH and to propose any changes it deems necessary to meet the agreed specifications or legal requirements.
8. Delivery items must be packaged, labeled, and shipped in accordance with customary commercial practices. Packaging and shipping regulations must be observed.
Unauthorized packaging material will be disposed of or returned at the supplier's expense. Shipping documents, such as delivery notes and packing slips, must always be included with deliveries. Packaging materials must only be used to the extent necessary to achieve this purpose. Only environmentally friendly packaging materials and fillers that do not impair material recycling may be used.
9. The supplier is obliged to supply spare parts for the period of normal technical use, but at least 10 years after the last delivery, under reasonable conditions.
10. If the supplier ceases to deliver the spare parts after the expiry of the period specified in paragraph 9 or ceases to deliver the delivery item during this period, we must be given the opportunity to place a final order.
§ 4 Delivery periods, delay and liability for defects
1. Agreed dates and deadlines are binding. Advance and partial deliveries are only permitted with the written consent of GSH Sachsen GmbH. Compliance with the delivery date or delivery deadline is determined by the handover of the entire contractually agreed delivery to GSH Sachsen GmbH. Partial deliveries are not permitted unless expressly agreed otherwise. GSH Sachsen GmbH is therefore entitled to cancel the remaining quantity.
2. The delivery time stated in the order is binding.
3. In the event of a delay in delivery, a contractual penalty of 0.3% of the delivery value per commenced week of delay is agreed. The maximum contractual penalty is limited to 5% of the delivery value. The assertion of further claims remains unaffected. The contractual penalty shall be offset against any actual damages incurred and asserted due to the delay. GSH Sachsen GmbH is entitled to assert a contractual penalty in addition to fulfillment, but undertakes to declare the reservation of the contractual penalty to the supplier no later than 10 working days from receipt of the delayed delivery.
4. Furthermore, in the event of delayed delivery or defective delivery, GSH Sachsen GmbH is entitled to exercise its statutory rights. GSH Sachsen GmbH is also entitled to choose between remedying the defect and providing a replacement at its own discretion. In particular, GSH Sachsen GmbH is also entitled, after the expiration of a reasonable period without result, to demand compensation in lieu of performance and, if the statutory requirements are met, to withdraw from the order. When claiming damages, the supplier has the right to prove to GSH Sachsen GmbH that no damage or significantly less damage was incurred as a result of the delay. In the event of any subsequent performance, the supplier is obligated to remedy the defects immediately, free of charge to the place of destination and at its own expense, or to provide the service again. The supplier must bear all costs incurred in connection with the subsequent performance, including necessary travel and fare expenses.
5. In urgent cases, e.g., in cases of imminent danger or in cases where a performance obligation on the part of GSH Sachsen GmbH requires immediate rectification of defects, GSH Sachsen GmbH may rectify the defects itself or through third parties without setting a deadline at the supplier's expense. The same applies if the supplier has delivered a further defective item after becoming aware of the defect and notifying the supplier accordingly.
6. The supplier must notify GSH Sachsen GmbH immediately in writing if it becomes apparent that contractually agreed interim or final deadlines cannot be met. This notification does not affect GSH Sachsen GmbH's statutory rights.
§ 5 Remuneration
1. The supplier shall receive the remuneration agreed upon in the order for the agreed performance results and shall issue a detailed invoice for this. The invoice shall be issued for the total remuneration after acceptance of the complete contract performance.
2. Invoices must be sent to GSH Sachsen GmbH, stating the order number, order reference, and the number of each individual item. Otherwise, they do not trigger a payment deadline.
3. Payment is generally made by bank transfer or check within 14 days of receipt of the invoice with a 3% discount, or within 30 days with a 2% discount, or within 60 days net. Discounts are also permitted in the case of offsetting or retention due to defects.
4. VAT must be stated separately on the invoice.
5. The supplier is not entitled to assign its claims to third parties or to have them collected by third parties. Exceptions to this require the express written consent of GSH Sachsen GmbH.
6. Payments by GSH Sachsen GmbH shall be deemed to have been made as soon as they are instructed to pay.
7. Default in payment without a reminder is excluded.
8. If, in the customer-supplier relationship, GSH Sachsen GmbH is both customer and supplier (e.g. via provided products) and the supplier has outstanding liabilities to GSH Sachsen GmbH from this relationship, GSH Sachsen GmbH is in principle entitled to offset these claims against outstanding liabilities of the supplier to GSH Sachsen GmbH.
§ 6 Provisions and retention of title
1. Materials provided (e.g., crates, Euro pallets) remain the property of GSH Sachsen GmbH and must be stored, labeled, and managed separately by the supplier free of charge. Their use is permitted only for the specific order in question. In the event of loss or depreciation, the supplier must provide replacement and obtain insurance for this purpose at its own expense. This also applies to the invoiced provision of order-related materials.
2. The test documentation to be created during production (if agreed in the A/PA) based on the exchanged A/PA (work and test instructions) must be archived separately as originals by the supplier for a period of five years, unless otherwise agreed in writing, and must be handed over to GSH Sachsen GmbH at any time upon request. Rights of retention are excluded.
3. Our tools, models, molds, auxiliary devices, etc. (hereinafter referred to as tools) provided for the provision of the contractual service must be handled with the utmost care, marked as our property and stored separately.
All tools, models, samples, drawings or other documents that we provide to the supplier remain our property and may not be disclosed to third parties without our consent.
4. Any intervention in the molds must be approved in advance by GSH Sachsen GmbH. Intervention in the cavities requires a new initial sample inspection report and a new series release from GSH Sachsen GmbH. Process capability certificates will be ordered separately, if necessary.
5. GSH Sachsen GmbH reserves the right, at its sole discretion, to demand delivery of the tools at any time or to have the tools scrapped by the supplier at no cost to GSH Sachsen GmbH. Scrapping of tools requires our prior consent. Rights of retention are excluded.
6. If we provide parts to the supplier, we retain ownership of them. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
7. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the reserved item (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the supplier's item is to be considered the main item, it is agreed that the supplier shall transfer proportionate co-ownership to us; the supplier shall safeguard the sole ownership or co-ownership for us.
8. If the security rights to which we are entitled pursuant to paragraph (6) and/or paragraph (7) exceed the purchase price of all our unpaid reserved goods by more than 10%, we are obliged to release the security rights at our discretion upon request of the suppliers.
§ 7 Limitation period, obligation to give notice of defects and indemnity
1. The limitation period for claims and rights on the part of GSH Sachsen GmbH due to defects is 36 months. This period also applies if the claims are not related to a defect. Longer statutory limitation periods remain unaffected. This applies in particular to the cases of Section 438 Paragraph 1 of the German Civil Code (BGB) (legal defects in immovable property), Section 438 I 2 of the German Civil Code (buildings, items for buildings), or Section 634 a Paragraph 2 of the German Civil Code (buildings or works whose success consists in the provision of planning or monitoring services for them). The provisions regarding the commencement of the limitation period, the suspension of expiration, the suspension, and the restart of time limits remain unaffected.
2. Since GSH Sachsen GmbH only conducts random checks during incoming goods inspection, errors may be discovered later and still be reported to the supplier. GSH Sachsen GmbH must report errors immediately as soon as they are discovered in the normal course of business.
In this respect, the supplier waives the objection of late notification of defects. The notification of defects suspends the limitation period for claims for material defects with regard to the defective part of the delivery until the defect has been completely remedied.
3. If GSH Sachsen GmbH is held liable for a breach of official safety regulations or due to domestic or foreign product liability regulations or laws due to a defective product in our product that is attributable to the supplier's goods or services, we are entitled to claim compensation from the supplier for this damage, including the costs incurred in pursuing the legal action, insofar as the damage was caused by the products supplied by the supplier. If we are obliged to recall a product due to a defect caused by the supplier's delivery item, or if carrying out the recall is at least appropriate, the supplier is obliged to bear the costs. If the costs are shared between multiple parties, Sections 5 and 6 of the Product Liability Act apply accordingly. The supplier must label the delivery items in such a way that they can be permanently identified as its products.
The supplier must implement quality assurance measures of a suitable type and scope, in accordance with the state of the art, and provide evidence of this upon request. The supplier must conclude a quality agreement with us, if we deem this necessary. The supplier is obligated to take out appropriate liability insurance against all product liability risks, including the risk of recall.
At our request, the supplier must immediately provide evidence of the conclusion of this agreement.
§ 8 Ownership of newly manufactured tools
1. To the extent that the supplier manufactures the ordered products using tools that it must specifically manufacture for this order, it manufactures these tools for GSH Sachsen GmbH as the owner. Ownership of these tools shall pass to GSH Sachsen GmbH upon their manufacture. This applies in particular to the order of swaged parts.
2. If the tools remain with the supplier, the transfer shall be replaced by the supplier storing them free of charge for GSH Sachsen GmbH with the care customary in its own affairs. The supplier shall return the tools upon request from GSH Sachsen GmbH, at the latest upon completion of the contract. Prior to this, the supplier is obligated to return the tools if, despite an order from GSH Sachsen GmbH, it is no longer willing or able to continue supplying GSH Sachsen GmbH under the previous terms. GSH Sachsen GmbH also has a right to return the tools in the event of insolvency or a petition for insolvency on the part of the supplier.
§ 9 Intellectual Property Rights
1. The supplier guarantees that the items or services delivered by it do not infringe domestic or foreign intellectual property rights. The supplier undertakes to indemnify GSH Sachsen GmbH and/or its customers if they are sued out of court or through legal proceedings for infringement of intellectual property rights. In the event of legal proceedings, the supplier must provide legal assistance upon request. In addition, the supplier must compensate GSH Sachsen GmbH and/or its customers for all damages incurred as a result of their reliance on the free usability of the items or services delivered. The supplier is only liable for damages suffered by a customer of GSH Sachsen GmbH if the customer asserts a claim against GSH Sachsen GmbH in this regard.
2. The supplier shall not be liable if it has manufactured or provided the delivered items or services exclusively in accordance with drawings and models of GSH Sachsen GmbH and it did not know or should not have known that the manufacture of the items or the provision of the service constituted an infringement of rights within the meaning of the aforementioned provisions.
§ 10 Other agreements
1. If the supplier ceases payments, or if insolvency proceedings are initiated against its assets, or if judicial or out-of-court composition proceedings are initiated, GSH Sachsen GmbH shall be entitled to withdraw from the contract. If no withdrawal occurs, GSH Sachsen GmbH may retain an amount of at least 10% of the remuneration as security for the contractual claims until the expiration of the contractual limitation period for claims for defects. Further statutory rights remain unaffected.
2. Unless expressly agreed otherwise, the supplier undertakes, at the request of GSH Sachsen GmbH, to publish any material supplied to GSH Sachsen GmbH in the <IMDS> (International Material Data System). To do so, the supplier must register in the <IMDS> and disclose its material composition in accordance with the provisions set forth therein.
3. The place of performance for the services and deliveries is the registered office of the client, unless otherwise agreed in the contract.
4. The place of jurisdiction shall be the registered office of the client. However, the client is entitled to bring the dispute before any legally competent court.
5. In addition to these terms and conditions, the law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
GSH Sachsen GmbH
Chemnitzer Str. 10
04746 Hartha
Germany
General terms and conditions of business
General terms and conditions
Dear Sir or Madam, on the following pages you will find our general terms and conditions. We look forward to our continued successful cooperation!
