GBDE

General Terms and Conditions of Purchase

A) GENERAL PROVISIONS
I. - Scope
  1. Our terms and conditions of purchase apply exclusively; we do not recognise any terms of the supplier's which conflict with our conditions of purchase unless we have expressly agreed in writing to their validity. Our conditions of purchase also apply even when we are aware of the supplier's conflicting and/or differing terms and conditions and accept the delivery and/or pay for it without reservation.
  2. All agreements which are concluded between ourselves and the supplier for the purpose of executing this contract shall be recorded in writing in the contract.
  3. Our terms and conditions of purchase apply only in respect of companies within the meaning of § 310 para. 1 BGB.
  4. Our terms and conditions of purchase also apply to all future transactions with the supplier.
II. - Order - Offer
  1. The supplier is obliged to accept our order within three (3) working days, otherwise we reserve the right to cancel the order.
  2. Offers are made by the supplier free of charge and without obligation for us. We shall only reimburse expenses if this was approved by us in advance. The offers must correspond to our enquiries. The offers must correspond to our enquiries. If deviations are unavoidable, this must be pointed out specifically in the offer.
III. - Prices
Agreed prices are in all cases fixed prices, including all ancillary costs. Delivery shall take place carriage paid to the place of receipt specified by us, including packaging.

IV. - Delivery obligations
  1. Delivery is in all cases at the supplier's risk. The risk is only transferred to us when the goods are handed over at the place of destination.
  2. Delivery dates and deadlines are binding.
  3. We reserve the right to recognise excess and/or short deliveries.
  4. Deliveries on pallets must only be made on Euro pallets or untreated wooden pallets.
  5. Secondary packaging / sales packaging must be capable of multiple use or be recyclable (cardboard packaging, foil, etc.).
V. - Issuing of invoice, terms of payment
  1. Invoices shall be sent to us in duplicate and in each case separately from the goods. The invoice must contain our order number, the date of the order and the item and reference number.
  2. Unless otherwise agreed, we make payments after deduction of a 3% discount for payment within 20 days or within 60 days net after receipt of invoice. If we receive the goods after the invoice, the period of time for the discount commences only on receipt of the goods.
VI. - Responsibility in respect of the environment and human beings
  1. The supplier undertakes to comply with all restrictions and bans on substances which are named in the currently valid PTR Restricted Substance List (“RSL”). The RSL is made available to the supplier on request and can also be viewed on www.ptr.eu/unternehmen/qualitaet-umwelt/. If this list is updated, PTR will send information unrequested to its suppliers. Acceptance of these terms and conditions of sale includes compliance with the version of the RSL valid at that time commencing with a time limit for acceptance of 20 days following receipt of the updated information.
  2. If the supplier makes use of unrecycled material, he undertakes to use only materials in which ores are used which do not originate from so-called blood mines from the Congo and bordering countries. Corresponding documentation by means of the EICC/GeSi form (see www.conflictfreesourcing.org) is desirable, however at least those names must be provided of the smelting plants which have carried out the smelting of the raw materials used for articles supplied to PTR.
  3. The supplier is liable for any violations against the stipulations of points VI.1 and VI.2 and shall on first request indemnify PTR against all claims and compensate for all damage which occurs directly or indirectly from infringement of points VI.1 and VI.2.
VII. - Liability for defects
  1. Insofar as and as soon as this is usual in the proper course of business, on receipt of the goods on our premises we are obliged to check them for identity, completeness and any transport damage. Complaints are deemed to have been made in good time if they are sent within five (5) days after discovery of a defect. In any case, notice of hidden defects is also deemed to have been given in good time if reports are sent in the same way to the supplier within five (5) working days after discovery.
  2. The supplier guarantees that all the goods he supplies are free of defects and have the agreed characteristics and are suitable for the relevant purpose.
  3. On request and at his own cost and our discretion, the supplier shall eliminate defects of which he is advised during the warranty period by means of repair or replacement of the faulty parts or new delivery of the goods.
  4. Following the fruitless expiry of an appropriate period of grace as imposed by us for repair or new delivery or after two failed attempts at repair, we are entitled to the legal rights of cancellation, reduction and compensation.
  5. The supplier shall bear all the expenses incurred for the purpose of carrying out rectification, in particular the costs of transport, travel expenses, work and materials, installation and disassembly, and costs incurred in determining the cause of damage.
  6. The period of limitation shall commence in accordance with the legal provisions. In the case of replacement delivery and correction of faults, the warranty period for replaced and repaired parts shall recommence.
  7. Furthermore, we are entitled to the undiminished legal claims for damages and to reimbursement of expenses from the supplier.
VIII. - PRODUCT LIABILITY
  1. Insofar as the supplier is responsible for a product defect, he is obliged to indemnify us on first request against claims by third parties for damages insofar as the cause occurred in his range of control and organisation and he is liable in relation to third parties.
  2. In this context the supplier is also obliged to refund to us all and any expenses in accordance with §§ 683, 670 BGB which are incurred as a result of or in connection with product recalls which we carry out. Insofar as this is practical and reasonable, we will inform the supplier of the content and extent of the product recalls which are to be carried out and will give him an opportunity to express his opinion. Other statutory rights remain unaffected.
  3. The supplier shall insure himself for an appropriate amount against risks resulting from product liability and shall on request allow us to inspect the insurance policy and/or confirmation of his insurance.
  4. The supplier shall mark the objects of delivery in such a way that they are permanently recognisable as his products, unless this is otherwise regulated in individual agreements.
  5. By marking the products or, if this is impossible or inexpedient, then by taking other suitable measures, the supplier shall ensure that in the event of the occurrence of a fault on products he can immediately determine which other products might be affected. The supplier will inform us of his marking systems or other measures in such a way that we can carry out our own investigations to the extent necessary.
IX. - Rights of third parties
  1. In accepting the order, the supplier expressly assures us that the goods supplied to us are free from rights and claims by third parties. The supplier assumes full liability towards us that in delivering the goods ordered by us, their resale or processing by us, no protective rights or other rights of third parties are infringed. If we are prosecuted by a third party on the grounds of infringement or limitation of such rights, the supplier is obliged to indemnify us to the full extent against all such claims and measures by third parties. This also includes timely defence against the threat of claims and measures taken against us by third parties.
  2. The supplier's liability also includes consequential damages including those which occur as a result of supply bottlenecks and interruptions to production.
X. - Technical documentation
Drawings and other technical documentation remain our property and must not be made available to third parties. Manufacture for third parties according to this documentation is expressly only permitted with our written consent.

XI. - Miscellaneous
In the event that individual provisions of these terms and conditions of purchase are invalid, all the other conditions remain unaffected by this. The parties undertake to replace an invalid provision by a valid one which comes closest to fulfilling the commercial purpose of the invalid provision.

XII. - Place of fulfilment, place of jurisdiction, choice of applicable law
  1. The place of fulfilment for deliveries/performance, consequently the place of fulfilment for supplementary performance, is the place of delivery specified by us.
  2. The law of the Federal Republic of Germany shall apply, with the exception of the judicial standards which refer to other legal systems and codes. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  3. The ordinary courts at the place of jurisdiction at the registered office of our company shall decide regarding all disputes which result from or in connection with this contract, also insofar as they relate to the validity, rescission or termination of this contract, and applying national German law. We may also sue the supplier at his place of general jurisdiction.
  4. The English-language version is provided for reference purposes. Only the German-language version is valid in a court of law.
Werne, 02/2017