Terms and conditions

General purchasing conditions of Zipp Industries GmbH & Co. KG
Status: January 2016

I. Scope
1. The following terms and conditions (hereinafter also referred to as “Terms and Conditions”) apply exclusively to all ongoing and future inquiries, offers, deliveries and services between us and the customer. Conflicting, deviating or supplementary terms and conditions of the customer are expressly rejected. These are only binding if we accept them in writing.

2. The terms and conditions of our suppliers or third parties do not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the supplier or a third party, this does not constitute agreement with the validity of those terms and conditions.

II. Offer and conclusion of contract Inquiries, orders and conclusion of contract; service changes and termination
‍1. Our inquiries are binding on the supplier. The supplier must expressly point out any discrepancies in its offers. Our inquiries are subject to change. Offers, designs, samples and cost estimates are provided free of charge to us and do not constitute any obligation.1. Our offers are subject to change and non-binding. Agreements only become legally effective upon our written confirmation. We can accept orders or orders within 14 days of receipt of them.

2. The scope of delivery is subject to our written confirmation. A reference to standards, similar technical rules, other technical information, descriptions and illustrations of the delivery item in offers, price lists, catalogues and brochures are not guaranteed characteristics. In principle, certain characteristics of the goods are only considered warranted by us if we have expressly confirmed this in writing.

3. We may make technical improvements in design, material and form if and insofar as this does not jeopardize the purpose of the contract and this is otherwise reasonable for the customer, taking into account his interests.

4. We are entitled to change the time and place of delivery and the type of packaging at any time by written notification with a period of at least 3 calendar days before the agreed delivery date. The same applies to changes to product specifications, insofar as these can be implemented as part of the supplier's normal production process without significant additional effort, in which case the notification period under the previous sentence is at least 1 week.

We will reimburse the supplier for any proven and reasonable additional costs arising from the change. If such changes result in delivery delays which cannot be avoided with reasonable efforts in the supplier's normal production and business operations, the originally agreed delivery date shall be postponed accordingly. With careful assessment, the supplier will notify us in writing of the additional costs or delivery delays expected by him in good time before the delivery date, but at least within 2 working days after receipt of our notification in accordance with sentence 1.

5. We are entitled to terminate the contract at any time by written statement giving the reason if we are no longer able to use the ordered products in our business operations due to circumstances that have occurred after the conclusion of the contract. In this case, we will adequately compensate the supplier for the partial service provided by him. Further claims by the supplier are excluded.

III. Prices, Payment, Delay Prices, payment terms, billing details
1. Unless otherwise stated, our prices are in euros plus the applicable value added tax and, ex our factory, excluding packaging, freight, postage and security. For deliveries made later than 6 months after the conclusion of the contract, price increases are permitted if and insofar as they are based on changes in the manufacturing process for which we are not responsible, which have arisen after the conclusion of the contract and this is reasonable for the customer, taking into account his interests. The customer must be notified of such a price increase within a reasonable period of time.

2. To check whether deliveries within the territory of the European Community can be made free of sales tax, we need the following from the customer: sales tax identification number; name and address, place of destination and provision of all documents required to prove a tax-exempt intra-Community delivery (receipts, confirmation of receipt, etc.). In the event that we are charged an additional sales tax payment due to incorrect or incomplete information provided by the customer, we are entitled to continue to charge this amount to the customer. If the inaccuracy or incompleteness of the information is due to fault on the part of the customer, he is obliged to pay us compensation.

3. Our invoices are payable within 30 days from the date of invoice, with a 2% discount if paid within 14 days. Invoice amounts for contract work are exclusive of any deduction when due immediately.

4. A necessary prerequisite for payment is a proper invoice within the meaning of § 14 UStG. We have a right of withholding until a proper invoice has been submitted.

5. After the payment deadline and reminder has been exceeded, we charge interest at the usual banking rate, but at least 9% above the base interest rate in accordance with §247BGB.

6. In the event of late payment, we owe default interest of five percentage points above the base interest rate in accordance with Section 247 BGB.

7. Payment of an invoice does not mean recognition of the delivery as in accordance with the contract and, in particular, does not constitute a waiver of a complaint.

IV. Delivery time and delivery option Delivery time and delivery; contractual penalty; transfer of risk
1. Agreed dates and deadlines do not start before the documents to be procured by the customer have been provided and all details of the implementation have been clarified.

2. We are not liable for the impossibility of delivery or for delays in delivery, insofar as these are due to force majeure or other events unforeseeable at the time the contract is concluded (e.g. operational disruptions of all kinds, difficulties in obtaining materials or energy procurement, transport delays, strikes, lawful lockout, lack of manpower, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the lack of incorrect or not timely delivery by suppliers) for which we are not responsible. If such events significantly impede or make delivery or performance impossible for us and the hindrance is not only of temporary duration, we are entitled to withdraw from the contract. In the event of temporary obstacles, the delivery and performance deadlines are extended or the delivery or service dates are postponed by the period of hindrance plus a reasonable start-up period. Insofar as the customer cannot be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by making an immediate written statement to the contractor.

3. If the date on which delivery must be made at the latest can be determined on the basis of the contract, the supplier is in default at the end of this day without the need for a reminder from us. Acceptance of late delivery does not mean a waiver of claims for compensation.

4. In the event of a delay in delivery, we are fully entitled to legal claims, including the right of withdrawal and the claim for compensation instead of payment after the fruitless expiry of a reasonable period of grace. The provision in section IV.5 of these purchasing conditions remains unaffected by this.

5. In the event of delivery delays, we are entitled, after prior written threat from the supplier, to demand a contractual penalty of 0.5%, but a maximum of 5% of the respective order value, for each calendar week of the delay in delivery. The contractual penalty is to be offset against the default damage to be compensated by the supplier. The assertion of further damage remains unaffected. If we accept the late performance, we will claim the contractual penalty with the final payment at the latest.

6. The supplier is not entitled to make partial deliveries without our prior written consent.

7. Even if shipment has been agreed, risk is only transferred to us when the goods are handed over to us at the agreed destination.

8. Goods must be packaged in such a way that they meet the required conditions and transport damage is avoided. The supplier is liable for damage as a result of faulty packaging.

V. Retention of title
1. Until full payment of all current and future claims, including all ancillary claims against the customer arising from the business relationship, the delivered goods remain our exclusive property.

2. Tools, devices and models that we make available to the supplier or that are manufactured for contract purposes and invoiced to us separately by the supplier remain our property or become our property. They must be identified as our property by the supplier, stored carefully, insured against damage of any kind and used only for the purposes of the contract. The supplier will immediately notify us of any damage to these objects, which is not only insignificant. Upon request, he is obliged to return the items to us in good condition if they are no longer required by him to fulfill the contracts concluded with us.

3. The supplier's reservations of title apply only insofar as they relate to our payment obligation for the respective products to which the supplier reserves title. In particular, extended or extended reservations of title are prohibited.

VI. Acceptance, Dispatch and Transfer of Risk
‍1. If acceptance has been agreed, this will take place at the supplier plant immediately after notification of readiness for dispatch. The customer bears the costs. If acceptance does not take place, is not carried out on time or if the customer waives it, we are entitled to ship the goods without acceptance or to store them at the customer's expense and risk. In this case, the goods are considered to have been delivered free of defects, unless the defect would not have been apparent even upon acceptance.

2. In addition, the statutory provisions of work contract law apply mutatis mutandis to an agreed acceptance.

3. Quality and quantity deviations are reported in good time if we report them to the supplier within 2 weeks of receipt of the goods by us. In any case, hidden material defects are reported in good time if the supplier is notified within 2 weeks of discovery of the defect.

4. By accepting or approving submitted samples or samples, we do not waive warranty claims.

5. Upon receipt of our written notice of defects by the supplier, the limitation period for warranty claims is suspended until the supplier rejects our claims or declares the defect to be resolved or otherwise refuses to continue negotiations on our claims. In the event of replacement delivery and removal of defects, the warranty period for replaced and repaired parts begins again, unless, based on the conduct of the supplier, we had to assume that the supplier did not feel obliged to take the measure but only made the replacement delivery or repair of the defect for reasons of goodwill or similar reasons.

6. The costs of remedying the defect or replacement delivery/service, including all additional costs (e.g. freight), shall be borne by the supplier. In the event of legal defects, the supplier indemnifies us from any existing third-party claims.

VII. Intellectual property rights
1. We reserve ownership and copyrights to illustrations, drawings, models, plans, software, samples and other documents. They may neither be reproduced nor made available to others without our consent and must be returned to us immediately, free of charge, upon request or failure to place the order.

2. If third-party property rights are infringed when manufacturing the goods in accordance with drawings, models, samples or other information provided by the customer, the customer releases us from all claims.

VIII. Usage notes
Our products may only be used for their intended purpose by qualified and trained personnel. The use of our products must comply professionally and properly in compliance with recognized Technical Rules 7/8 and the contractually agreed characteristics, standards as well as safety, occupational safety, accident prevention and other regulations. In addition, the customer must comply with any user instructions for the individual products. Modifications and additions are carried out at the customer's risk, unless we have expressly assumed a warranty here.

2. The supplier is obliged to indemnify us from all claims made against us by third parties due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim exists regardless of fault on the part of the supplier.

3. Our further legal claims due to legal defects in the products delivered to us remain unaffected.

IX. Warranty
1. With regard to materials and construction, we guarantee state-of-the-art delivery and performance. If the delivered item is defective, the customer may, at his option, request removal of the defect (repair) or delivery of a defect-free item (replacement delivery). If the customer does not explain which of the two rights he chooses, we can set him a reasonable period of time to do so. If the customer does not make the choice within the time limit, the right to vote is transferred to us upon expiry of the period. Insofar as the customer has notified us in writing of the intended use of the delivery and we have expressly confirmed the usability in writing, we also assume responsibility for the usability. The warranty period begins on the date of transfer of risk, but no later than three months after leaving our factory, and is 1 year.

2. In the event of defects in components from other manufacturers which we are unable to remedy for licensing or factual reasons, we will, at our option, assert our warranty claims against the manufacturers and suppliers for the account of the client or assign them to the client. Warranty claims against us exist in the event of such defects under the other conditions and in accordance with these General Terms of Delivery and Payment only if the enforcement of the above claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is hopeless. For the duration of the legal dispute, the limitation period of the client's corresponding warranty claims against the contractor is suspended.

X. Compensation claims, disclaimer technical documentation, manual
1. The contractor's liability for damages, irrespective of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, insofar as fault is involved in each case, limited in accordance with this paragraph.

2. The contractor is not liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless it is a breach of essential contractual obligations. Significant contractual obligations are those whose fulfilment shapes the contract and on which the contractual partner may rely. Insofar as the contractor is fundamentally liable for damages in accordance with the above, this liability is limited to damage which the contractor foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which he should have foreseen if he had exercised normal care. In addition, indirect and subsequent damage can only be compensated insofar as such damage is typically expected.

3. The above liability exclusions and limitations apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of the contractor.

4. The limitations of this section do not apply to the contractor's liability for intent, gross negligence and for injury to life, limb or health or under the Product Liability Act. 5. Insofar as the contractor provides technical information or provides advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and to the exclusion of any liability.

5. The technical integration of the delivered documentation into the overall documentation does not exempt the supplier from liability for the completeness and accuracy of its documents.

XI. Rental of drilling equipment and mixing plants
1. Returning the rental device The tenant must return the rental property to the landlord's storage space at his own expense and risk. If the rental property is picked up by the landlord, the tenant must keep it packed or palletized and ready for transport at an unobstructed, navigable location. Necessary cleaning and repairs will be charged to the tenant.

2. Rental period The rental agreement concluded for a rental period ends at the end of the agreed rental period. The time spent on maintenance and care work carried out by the tenant during the rental period is counted at the rental period. The time required for inspection and repair work for which the tenant is not responsible is excluded from the calculation.

3. Maintenance and care The tenant is obliged to protect the rental property in every way against overuse and incorrect use and to carry out the proper and professional maintenance and care of the rental property at his own expense. If repair and inspection work is necessary, the tenant must notify the landlord of this in good time and then have it carried out by the landlord immediately. The landlord must bear the costs for this, provided that the tenant has demonstrably fulfilled his obligations.

4. The supplier bears all possible duties, taxes, duties and costs of an import as a result of the order.

5. For deliveries from an EU country outside Germany, the EU sales tax identification number must be provided.

6. Imported goods must be delivered subject to customs. The supplier is obliged, at its expense, to issue the required declarations and information, to permit inspections by the customs authority and to provide necessary official confirmations.

7. The supplier is obliged to inform us of any approval requirements for (re) exports in accordance with German or other export and customs regulations.

XII. Jurisdiction and general clauses
1. The place of fulfilment for deliveries and payments is our registered office.

2. Bochum is the place of jurisdiction for all disputes arising from the contractual relationship, unless another place of jurisdiction is mandatory. We are also entitled to sue at the customer's headquarters.

3. All legal relationships between the customer and us are governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (so-called UN Sales Convention or Convention) is excluded.

XIII. Assignment
The supplier is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply as far as monetary claims are concerned.

XIV. Place of Fulfilment, Jurisdiction, Applicable Law
1. The place of fulfilment for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Bochum.

2. The contracts concluded between us and the supplier are subject to the laws of the Federal Republic of Germany to the exclusion of the Convention on the International Sale of Goods (UN Sales Rights Agreement).

3. Should individual provisions of these terms and conditions or of the contract concluded between us and the supplier be or become invalid in whole or in part, the remaining conditions remain unaffected.

4. English translations of these terms and conditions are for better understanding only. In the event of discrepancies, the German version of the document is therefore decisive.

The full AEB can be found Also here in PDF.