General Terms and Conditions of Purchase of HAMMEL Recyclingtechnik GmbH
- For all orders placed by HAMMEL Recyclingtechnik GmbH (hereinafter: HAMMEL), the following General Terms and Conditions of Purchase apply exclusively for the duration of the business relationship.
- Conditions of the contractor in its General Terms and Conditions (GTC) or order confirmations are hereby expressly rejected.
- Unconditional acceptance of order confirmations or deliveries, as well as payment by HAMMEL do not mean recognition of such conditions. This requires the express written consentof HAMMEL in text form.
- In its offers, the contractor must strictly adhere to HAMMEL's inquiries with regard to the type, quantity and quality of the goods and expressly point out any deviations.
- The offers must be made free of charge and without obligation.
3. Order placement
- Only orders placed by HAMMEL in text form are valid. The electronic document is valid without a signature.
- All changes to the orders placed as well as ancillary agreements must be made in text form in order to be effective.
- The order alone reflects the scope or content of the contract.
4. Order acceptance
- The contractor is obliged to accept the order within a reasonable period, but no longer than within a period of two weeks. If the contractor does not accept the order within this period, HAMMEL is entitled to revoke the order.
- Every accepted order, even in the case of immediate delivery, must be confirmed to HAMMEL immediately, stating the order number. Deviations from the order are to be clearly marked in the order confirmation and require express confirmation by HAMMEL in text form.
- Upon acceptance of the order, the contractor is obliged to promptly inform HAMMEL of the technical data required for the installation or use of the delivery item (installation conditions, technical documentation, such as operating and maintenance instructions, drawings, etc.). Changes to the content of an order confirmation that has already been sent must be reported to HAMMEL in text form immediately after they become known.
- The involvement of subcontractors to fulfill the services owed to HAMMEL requires the prior consent of HAMMEL in text form.
6. Delivery time
- The delivery time specified by HAMMEL in the order is binding. The receipt of thedelivery in our factory is decisive for compliance with the delivery date.
- If the agreed deadline is not adhered to due to circumstances for which the contractor is responsible, HAMMEL is entitled, irrespective of further legal regulations, to withdraw from the contract after a reasonable grace period has elapsed, to obtain replacement from a third party and / or due to compensation to demand non-performance. HAMMEL is entitled to reimbursement of all additional costs incurred through late deliveries for which the contractor is responsible. The acceptance of the delayed delivery does not imply a waiver of any claims for compensation.
- If the contractor is in default by exceeding the delivery date, HAMMEL is entitled, without prejudice to other rights, to demand a contractual penalty of 0.1% of the net order amount per calendar day, up to a maximum of 5% of the net order amount in total. HAMMEL can assert the contractual penalty up to the final invoice, even if HAMMEL does not expressly reserve the right to do so when accepting (acceptance) the delayed service (delivery).
- In addition, the contractor is obliged to inform HAMMEL immediately of any impending or actual non-compliance with a delivery date, its causes and the expected duration of the delay.
- The place of performance for both parties is the place of receipt or use named by HAMMEL. The risk of accidental loss or accidental deterioration of the goods is transferred to HAMMEL with proper and complete delivery, free domicile, at the named receiving point. Unless otherwise agreed, the shipping, transport and packaging costs, customs duties, fees, taxes, costs of transport insurance and other charges are borne by the contractor.
- Unless otherwise agreed, payment is made in accordance with the standard conditions within 20 days of receipt of a correctly set invoice less 3% discount or within 60 days without deduction of discount, provided that all order specifications have been duly fulfilled.
- If the contractor suspends his payments and / or is overindebted or if insolvency proceedings are applied for over his assets, HAMMEL is entitled to withdraw from the contract. If there is no withdrawal, HAMMEL is entitled to withhold an amount of at least 5% of the net order amount as security for the contractual warranty claims until the warranty period has expired.
8. Liability for defects
- Ownership of the delivered goods is transferred to HAMMEL upon full payment by HAMMEL. Any extended or expanded retention of title by the contractor is excluded.
- If HAMMEL delivers or provides the contractor with parts for repair, subsequent delivery or replacement, HAMMEL retains ownership of the part until it has been fully clarified or until the end of the complaint. The contractor may not change the part owned by HAMMEL without the consent of HAMMEL.
- HAMMEL only inspects incoming goods with regard to obvious damage, in particular transport damage, identity and quantity deviations in the delivery. HAMMEL will notify such defects within ten days. Furthermore, HAMMEL will notify defects as soon as they are discovered in the normal course of business. To this extent, the supplier waives the objection of late notification of defects.
- In deviation from the statutory provisions, the warranty obligation is 36 months, unless otherwise expressly agreed. If the statutory warranty period is longer, this applies. It begins with the commissioning of the delivery item by HAMMEL or the third party named by HAMMEL. If acceptance is provided for by law or contract, the warranty period begins with successful acceptance. Payment does not mean recognition of the absence of defects.
- In urgent cases, HAMMEL is entitled, after notifying the contractor accordingly, to remedy the defects without further ado at the contractor's expense.
9. Offsetting, assignment
- The contractor is only entitled to a right of set-off if his counterclaims have been legally established, are undisputed or have been recognized by HAMMEL.
- HAMMEL hereby expressly objects to any offsetting prohibitions imposed by the contractor. HAMMEL is entitled to set-off and retention rights to the extent permitted by law.
- Without the consent of HAMMEL, the contractor is not entitled to assign his claims against HAMMEL or to have them collected by third parties. If the contractor nevertheless assigns his claims to third parties or if he has them collected by third parties, HAMMEL can, at its option, pay both the contractor and the third party with discharging effect.
10. Declaration of conformity and manufacturer's declaration
- The delivered goods must meet all of the current regulations, guidelines and standards that apply to them. If a manufacturer's declaration or declaration of conformity (CE) in the sense of the EC directives is required for the goods, the contractor must prepare this and provide HAMMEL immediately at his own expense. Furthermore, the contractor must issue a long-term supplier`s declaration for the goods delivered by it at its own expense.
11. Copyrights, third party property rights and data protection
- HAMMEL owns the copyright to all samples and drawings from HAMMEL. The contractor is obliged to refrain from any infringement of copyright law and to destroy the samples and drawings provided to him immediately after the order has been executed. In addition, the contractor undertakes to keep the information provided to him, as well as drawings and samples, confidential and not to disclose them to third parties. The contractor is liable to HAMMEL for the consequences of any breach of these obligations.
- The contractor assures that third party rights of the delivery or service - also with regard to the intended use - do not conflict with the purchased goods, in particular that third party property rights are not violated. If claims are made against HAMMEL due to a possible violation of third party rights, such as copyrights, patents and other property rights, the contractor shall indemnify him from this and from all related services.
- The contractor declares his revocable consent that communicated personal data will be processed and processed in accordance with the provisions of the Federal Data Protection Act and the European General Data Protection Regulation.
12. Product liability, insurance
- The contractor is obliged to exempt HAMMEL from any liability towards third parties or from third-party claims arising from the manufacture, delivery, storage or use of the delivered goods upon first request. The indemnification obligation does not apply if the claim is based on grossly negligent or wilful breach of duty on the part of HAMMEL.
- During the term of this contract, the contractor is obliged to always maintain product liability insurance with sufficient minimum coverage of at least five times the gross order value per personal injury or property damage. Any further claims for damages remain unaffected.
13. Closing terms
- The law of the Federal Republic of Germany applies exclusively to all legal relationships between HAMMEL and the contractor, excluding the UN Sales Convention (CISG).
- The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the court responsible for the headquarters of HAMMEL.
- HAMMEL is entitled to unilaterally change these General Terms and Conditions of Purchase, insofar as this is necessary to remove equivalence disruptions that subsequently arise or due to changed case law or legislation.
- Should any provision of these General Terms and Conditions of Purchase or the contractual agreement made be or become invalid, this shall not affect the validity of the remaining provisions. As far as legally permissible, the contractual partners will replace the ineffective provision with another provision that comes closest to the economic purpose of the ineffective provision.
- Only the German version is legally binding and therefore valid. The English version is primarily for understanding. However, this translation does not contain legally binding statements or a claim to correctness.
version: April 30, 2021