General Terms and Conditions of Purchase
Murtfeldt Kunststoffe GmbH & Co. KG
Murtfeldt Kunststoffe GmbH & Co. KG
Murtfeldt Kunststoffe GmbH & Co. KG
P.O. Box 12 01 61
Phone: +49 (2 31) 2 06 09-00
Fax: +49 (2 31) 25 10 21
These general terms and conditions of purchase apply to all business transactions with the supplier or with other contractors (hereinafter uniformly called the 'supplier'), even if they are not explicitly mentioned in contracts subsequently concluded. They apply exclusively even if the supplier - in particular when accepting an order or in the order confirmation - indicates his own terms and conditions unless we expressly agree to conflicting terms and conditions in writing. We do not recognize any general terms and conditions that conflict or deviate from our general terms and conditions unless expressly agreed in writing.
These conditions of purchase only apply to companies as described in § 310 Paragraph 1 BGB.
A purchase order is considered to have been issued if it is compiled by us in writing and signed. Purchase orders communicated verbally or by telephone are only binding if we subsequently transmit a written purchase order as confirmation. Drawings and tolerance specifications stipulated by us on a case-by-case basis are binding. By accepting the purchase order, the supplier indicates that he has familiarized himself with the type and extent of the service by looking at the existing plans. We are not liable in the case of evident mistakes, spelling mistakes, or calculation errors in the documents, drawings, and plans provided by us. The supplier is obliged to inform us of this type of error so that they can be corrected and replaced in our purchase order. This also applies to missing documents or drawings.
Acceptances of orders are to be confirmed to us by means of a signed copy of the purchase order within two weeks of the order date (that is, we must receive the confirmation within two weeks). Otherwise, we are entitled to retract the purchase order.
Any quantity or quality deviations from the text and content of our purchase order and any subsequent contract changes are only considered to have been agreed if we have expressly confirmed them in writing.
Drawings, tools, samples, models, prototypes, make-ups, and similar - as well as finished and semi-finished products - that are ceded by us or manufactured on our behalf remain our property and may not be delivered or passed on to third parties without our express written permission. Unless other case-by-case agreements exist, such items must be immediately returned to us upon completion of the purchase order without requiring us to explicitly request their return. Any products manufactured with or characterized by this kind of manufacturing equipment, prototypes, and make-ups may only be delivered to third parties with our express written permission.
The agreed delivery terms and dates are binding. They are calculated from the date of the purchase order. The ordered goods must be received at the receiving station specified by us within the delivery period or by the delivery date. If delays are anticipated, the supplier must inform us of this immediately and must obtain our decision on the continuation of the order.
Should the supplier default on delivery, we have the right - in addition to a contractual penalty of 0.5% of the net value of the purchase order per week or part thereof - to demand a maximum of 5% of the net purchase order value or of the delivery value. The contractual penalty awarded will be deducted from any claim for damages.
We are not obliged to accept the goods prior to the delivery date.
The costs of delivery to the receiving station specified by us shall be borne by the supplier. In exceptional circumstances where transportation charges are to be borne by us, the supplier must use the mode of transportation chosen by us or the mode of transportation/delivery that is most favourable to us.
Risks are only passed on when the goods are accepted by our receiving station.
Packaging is included in the price. In exceptional cases where packaging is not included in the price, packaging must be charged at net cost price. The supplier must use the packaging prescribed by us and must make sure that the goods are protected against damage by the packaging.
Invoices, delivery notes, and packing slips must be enclosed in duplicate with each shipment. These documents must include the following information:
Any additional expenditure incurred by us as a result of missing documents is to be covered by the supplier.
In the case of freight shipments, a dispatch note must be sent to us separately on the day of dispatch.
Unless expressly defined otherwise, the agreed prices are fixed prices unless the supplier reduces his prices in general.
The supplier will not offer us prices or conditions that are less favourable than those offered to other purchasers with the same or equivalent prerequisites in any specific case.
Separate invoices must be issued for each purchase order. Payment shall be made only following the complete delivery of defect-free goods or the complete rendering of defect-free services and following the receipt of the invoice. This also applies to partial deliveries. Delays caused by incorrect or incomplete invoices shall not affect cash discount periods.
If a discount is granted, payment shall be effected as follows:
Within 14 days with 3% discount, otherwise within 30 days net.
The supplier undertakes to ensure that the goods - including their design and labelling - meet our requirements. Our purchase order/job order will be executed professionally and properly and in accordance with the latest state of technology.
We are obliged to check the goods for quality or quantity deviations within an appropriate period of time and to place an objection if appropriate. Any objection shall be deemed to have been lodged in a timely manner if it is received by the supplier within 5 working days of the delivery of the goods.
In the case of the delivery of defective goods, the supplier will be given a period to render supplementary performance. If the supplier is unwilling or unable to render the required supplementary performance - and in particular if there is a delay in supplementary performance for reasons for which the supplier is responsible - or if the supplier fails in any other way to rectify the defect or make a replacement delivery, we are entitled to withdraw from the contract and to return the goods at the risk of the supplier or to lodge a claim for a reduction in price. In urgent cases, we are entitled - after notifying the supplier - to rectify the defect ourselves or to commission a third party to do so. Any costs incurred are to be borne by the supplier.
The guarantee for the product manufactured by the supplier or for the order executed by the supplier ends 24 months after delivery and acceptance.
Unless otherwise agreed in advance, the guarantee shall accord with statutory regulations.
When the supplier is responsible for product damage, he is obliged to indemnify us against the claims for damages of third parties as soon as requested to do so insofar as the cause is placed in his domain and organizational area and to accept liability himself with regard to external parties.
The supplier is obliged to take out product liability insurance including coverage for extended product risk with an insured sum per insured event of at least EUR 5 million per personal injury and at least EUR 5 million per property damage (with the maximum amount to be covered per year being twice this sum). This shall not affect our entitlement to any further claims for damages.
The supplier accepts liability for ensuring that his deliveries and their use do not infringe upon the rights of third parties. This applies in particular to patents and to other industrial properties rights within Germany.
The supplier shall indemnify us and our purchasers from all claims relating to the use of such property rights the first time he is requested to do so in writing. This does not apply in cases where the supplier manufactures goods on the basis of drawings, models, or similar descriptions or requirements provided by us and where the supplier does not know or cannot be expected to know that property rights have been infringed upon through the products manufactured by the supplier.
The obligation of the supplier to indemnify us and our purchasers in this way applies to all expenditure incurred by necessity through or in relation to claims by third parties.
War, civil war, export restrictions and trade restrictions resulting from a change to the political situation, strikes, lockouts, shutdowns, restricted operations, and similar events that make it impossible or unreasonable for us to fulfil a contract constitute force majeure and release us from our obligation to accept goods by the time agreed for the duration of their occurrence. The contract parties are obliged to notify the other party of such events and to modify their responsibilities in good faith in line with the changed circumstances.
Provided material remains our property. It must thus be stored separately and may only be used to fulfil our purchase orders. The supplier is liable for deterioration in value or loss regardless of negligence.
Items manufactured for us using material provided by us remain our property whatever their current production state. We are considered to be the manufacturer of the new items produced through processing.
If the items provided by us are connected or combined with items that do not belong to us in an irrevocable manner, we acquire joint ownership of the new items in accordance with the ratio of the value of the goods subject to the retention of title to the other connected or combined items at the point when the items were connected or combined. Should it be considered that the supplier's item constitutes the primary item with regard to the connection/combination, the supplier shall cede proportional joint ownership to us.
The supplier shall store items that belong to us in part or in whole in accordance with Paragraphs 2 and 3 on our behalf. The storage costs for the items and materials being stored on our behalf shall be included in the purchase price.
The supplier is obliged to treat all of our purchase orders and all related commercial and technical details as trade secrets. The confidentiality clause applies even after the fulfillment of the contract. The confidentiality clause does not apply in cases where the information contained in documents provided to the supplier has become generally known.
Should a stipulation in these conditions of purchase be or become null and void, all other stipulations shall remain unaffected.
German law shall apply exclusively to all privities of contract between the supplier and us with the exclusion of German international civil law and the conventions of the United Nations on contracts for the international sale of goods (UN International Sale of Goods) even if the ordering party's head office is based abroad.
The place of execution is Dortmund, where our head office is based. A different agreement can be made for the delivery.
The exclusive place of jurisdiction is Dortmund.
German terms and conditions of purchase valid as of: 03/2002