1. Scope
1.1 These Terms and Conditions of Purchase apply only to companies within the meaning of Section 310 (1) of the German Civil Code (BGB).
1.2 These General Terms and Conditions of Purchase apply to all deliveries and services provided to us, unless other agreements have been expressly made.
1.3 Any general terms and conditions of the supplier that deviate from our terms and conditions of purchase are hereby rejected. This also applies if the supplier refers to its terms and conditions in the course of correspondence.
2. Contractual declarations
2.1 The supplier is obliged to accept our order within a period of 2 weeks after receipt.
2.2 We reserve the property rights and copyrights to all documents provided to the supplier in connection with the order, such as calculations, drawings, etc. The supplier undertakes not to disclose or make these documents available to third parties unless we give the supplier our express written consent to do so. These documents are to be used exclusively for production based on our order. They must be returned to us immediately if the supplier has not accepted our order within the period specified in No. 2.1. If our order is accepted, the documents must be returned to us unsolicited at the latest upon completion of the order.
2.3 Orders, contracts, and delivery schedules, as well as any changes or additions thereto, must be made in writing.
3. Fees and terms of payment
3.1 The price stated in our order is binding. Unless otherwise agreed, prices are quoted delivered to the named destination (DAP according to Incoterms 2010) including packaging. Sales tax is not included.
3.2 An invoice for each delivery or service must be sent to the respective address separately from the shipment. Invoices must meet the requirements of § 14 (4) UStG (German Value Added Tax Act), correspond to our order designations in wording, and contain our order number. The exact name of the ordering department and the date of the order must be stated in the invoice text. The supplier shall be liable for all consequences arising from non-compliance with these obligations, unless it can prove that it is not responsible for them.
3.3 Payment of the invoice shall be made by bank transfer, provided that the delivered goods/services do not give rise to any complaints. The payment period for the invoice shall commence as soon as the delivery or service has been accepted in full and the duly issued invoice has been received. If the start date of the period falls between the 1st and the 15th of a month, payment shall be made on the 1st of the following month; if the start date of the period falls between the 16th and the last day of the month, payment shall be made on the 16th of the following month, in each case with a 5% discount or 120 days after the start date of the period net. If the payment date (16th or 1st) falls on a Friday or is not a bank working day, payment will generally only be made on the next bank working day. Invoices that do not meet the requirements of §14 (4) UStG (German Value Added Tax Act) or are incorrect do not constitute due dates and may be returned by us at any time. In the latter case, the due date shall only commence upon receipt of the corrected invoice. In the event of incorrect delivery or performance, we shall be entitled to withhold payment until proper performance, without loss of rebates, discounts, and similar payment benefits. Further claims remain unaffected. In the event of premature acceptance of deliveries, the payment period shall only commence on the delivery date specified in the order or upon receipt of the invoice, whichever is later.
4. Delivery time
4.1 The delivery date specified in the order is binding. Delivery before the specified delivery date is only permitted with our prior express written consent. Partial deliveries will not be accepted unless we have expressly approved them in advance. The name of the person who gave this approval must be indicated on the delivery document.
4.2 The supplier is obliged to inform us immediately in writing if circumstances arise or become known which indicate that the agreed delivery time cannot be met. The date of receipt of the goods at their destination shall be decisive for compliance with the delivery time.
4.3 If the supplier is in default of delivery, we shall be entitled to demand lump-sum damages for delay in the amount of 0.3% of the contractually agreed price per day after the occurrence of the delay in delivery, but not more than 15% of the agreed price in total. The supplier shall remain free to prove that the damage was lower. After the expiry of a reasonable period, we shall be entitled to claim damages in lieu of performance or to withdraw from the contract. If we claim damages, the supplier shall be entitled to prove to us that he is not responsible for the breach of duty.
5. Warranty
5.1 We will inspect the goods within a reasonable period of time for any deviations in quality and quantity. The complaint is deemed to have been made in good time if it is received by the supplier within a period of 7 working days from receipt of the goods or, in the case of hidden defects, from discovery.
5.2 The supplier guarantees that the delivered goods comply with the legal and official regulations applicable to their distribution and use, in addition to the other requirements to be met. We are entitled to the full statutory claims for defects. In any case, we are entitled to demand that the supplier remedy the defect or deliver a new item, at our discretion. The right to compensation, in particular the right to compensation in lieu of performance, is expressly reserved. We are entitled to remedy the defect ourselves at the supplier's expense if there is imminent danger or a particular urgency.
5.3 Claims for defects—regardless of their legal basis—shall become time-barred 24 months after delivery. Longer statutory limitation periods shall remain unaffected by this.
6. Third-party rights
6.1 The delivery and its use by us must not infringe any third-party property rights. We will notify the supplier of any claims asserted by third parties. We will not acknowledge such claims on our own initiative. In this respect, we authorize the supplier to take over the dispute with the third parties in and out of court.
6.2 In the event of an infringement of third-party property rights, the supplier shall, at its own expense, defend against any claims that third parties may assert against us for infringement of property rights based on the supplier's deliveries and services. The supplier shall indemnify us against all claims arising from the use of such property rights.
6.3 If the utilization of the delivery by us is impaired by existing property rights of third parties, the supplier shall, at its own expense, either obtain the relevant approval or modify or replace the affected parts of the delivery in such a way that the utilization of the delivery does not conflict with any property rights of third parties and at the same time complies with the contractual agreements.
7. Retention of title
7.1 If we provide parts to the supplier, we reserve title to them. Processing or transformation by the supplier shall be carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we shall 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.
7.2 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 is carried out in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier shall transfer proportional co-ownership to us; the supplier shall hold the sole ownership or co-ownership in safekeeping for us.
7.3 We reserve title to tools; the supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by us. The supplier is obliged to insure the tools belonging to us at replacement value at its own expense against fire, water, and theft damage. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools, as well as all maintenance and repair work, in good time and at its own expense. It must notify us immediately of any malfunctions; if it fails to do so culpably, claims for damages remain unaffected.
7.4 If the security interests to which we are entitled under No. 7.1 or No. 7.2 exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we shall be obliged, at the supplier's request, to release the security interests at our discretion.
8. Energy efficiency
8.1 The supplier is advised that Nolte Küchen GmbH & Co. KG has introduced an energy management system in accordance with DIN EN ISO 50001 and that aspects of energy efficiency and energy consumption in energy-related products are a deciding factor in the evaluation of bids.
8.2 If there are more energy-efficient ("economical") alternatives to the services and/or products you offer, we ask you to independently and optionally expand your offer to include these variants. Increasing energy efficiency is a strategic goal of Nolte Küchen GmbH & Co. KG and will be taken into account accordingly in the evaluation of offers.
9. Product liability
9.1 If the supplier is responsible for product damage, they shall be obliged to indemnify us against claims for damages by third parties upon first request if the cause lies within their sphere of control and organization and they themselves are liable in relation to third parties.
9.2 In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall campaign carried out by us. We will inform the supplier of the content and scope of the recall measures to be carried out, as far as possible and reasonable, and give him the opportunity to comment. Other legal claims remain unaffected.
9.3 The supplier undertakes to maintain product liability insurance with a coverage amount of EUR 10 million per personal injury/property damage – flat rate. If we are entitled to further claims for damages, these remain unaffected. Upon request, the supplier shall provide us with a copy of the valid insurance contract.
10. Prohibition of assignment
The supplier is not entitled to assign its claims against us to third parties without our written consent; consent may only be refused for good cause.
11. Delivery periods
The supplier undertakes to supply spare parts for a period of at least 5 years after discontinuation of series delivery at reasonable prices and without any deterioration in quality. We will only agree to premature termination of subsequent deliveries if a final purchase is economically justifiable and the demand is foreseeable.
12. Tools, molds, samples, etc.
Tools, molds, samples, models, profiles, drawings, test specifications, standard sheets, print templates, and gauges provided by us, as well as items manufactured using them, may not be passed on to third parties or used for purposes other than those specified in the contract without our written consent. They must be secured against unauthorized access and use. Subject to further rights, we may demand their return if the supplier violates these obligations or if the business relationship concerning the respective contractual product has been terminated.
13. Confidentiality/Data protection
13.1 The supplier is obliged to keep all illustrations, drawings, calculations, and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation shall also apply after the execution of this contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations, and other documents provided has become generally known.
13.2 In accordance with § 33 of the Federal Data Protection Act, we point out that data arising in connection with the business relationship will be stored in files.
14. Supplier Code of Conduct
We maintain business relationships exclusively with companies that are prepared to adhere to the same ethical principles that apply to the Nolte Group. The supplier undertakes to comply with the "Nolte Supplier Code of Conduct" and to fulfill all obligations arising from this code of conduct. If the supplier fails to do so and we lose a customer as a result, the supplier shall compensate us for the resulting damage.
15. Place of performance, place of jurisdiction, and applicable law
15.1 The place of performance for our payments is our registered office.
15.2 The place of performance for deliveries by the supplier is our registered office or the place to which the supplier is to deliver according to the content of our order.
The supplier bears the risk of delivery until the goods are accepted by us or our agent at the destination (DAP according to Incoterms 2010).
15.3 The exclusive place of jurisdiction for all disputes between the supplier and us arising from or in connection with this contract shall be our place of business or, at our discretion, the supplier's place of business, depending on the amount in dispute.
15.4 All legal relationships between the supplier and us arising from or in connection with our business relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.