General conditions of purchase

§ 1 General

These General Terms and Conditions of Purchase shall apply to all legal relationships between:
1. Paletti Profilsysteme GmbH & Co. KG, hereinafter also referred to as the Customer, or
2. its subsidiaries, hereinafter also referred to as the Client, on the one hand, and the Contractor on the other hand.
The legal relations between the Contractor and the Client shall be governed exclusively by these Terms and Conditions. Deviations, amendments and supplements must be made in writing. Any terms and conditions of the Contractor that conflict with, supplement or deviate from these Terms and Conditions shall only become part of the contract if the Client expressly acknowledges this in writing. The acceptance of deliveries and services as well as their payment shall in no case constitute an acceptance of the Contractor’s terms and conditions.
These Terms and Conditions of Purchase shall also apply to all future legal relationships between the Contractor and the Customer, insofar as this is a mutual commercial transaction, even if no express reference is made to these Terms and Conditions of Purchase in individual cases.

§ 2 Offer, placing of order

The preparation of the offer for the client is free of charge. The Contractor shall expressly inform the Customer in the offer of any deviations from the inquiry documents.
Delivery contracts are concluded when the contractor has confirmed the order of the client. Delivery schedules as well as their amendments and supplements must be made in writing. If expressly agreed between the Contractor and the Client, remote data transmission shall also satisfy this form requirement.
If the Contractor does not accept the order within two weeks after receipt of the order by means of an order confirmation, the Customer shall be entitled to revoke the order without the Contractor being entitled to any claims for damages.

§ 3 Service content, execution, changes

The service content results from the respective individual order. Documents, reports, ideas, drafts, models, samples and all other results arising during the performance of the service are part of the order performance.
The Contractor shall provide its services with the utmost care, taking into account the latest state of science and technology, the safety regulations of the authorities and professional associations, in particular in compliance with DIN or ISO certification regulations, insofar as these relate to its share of the service, as well as its own existing knowledge and experience or that gained during the contract work. The contractor guarantees compliance with the legal regulations, the agreed technical. Specifications and other requirements.
The Contractor shall prepare drawings, data and other documentation in accordance with the requirements, regulations and guidelines of the Client and its customers. In case of any ambiguity, the Contractor is obliged to obtain all information necessary for the fulfillment of the order before starting the work. This applies in particular to the IT systems and programs to be used.
The Contractor shall, at the request of the Customer, provide all necessary information on the composition of the delivery item, insofar as this is required for the fulfillment of official requirements and the respectively valid legal provisions in Germany and abroad
As long as the Contractor has not yet fulfilled its obligations in full, the Customer shall be entitled, within the bounds of reasonableness, to demand changes to the order with regard to design, execution, quantity and delivery time. In this context, the effects (e.g. additional or reduced costs, delivery dates) shall be settled by mutual agreement in an appropriate manner.
The Contractor is obliged to immediately notify in writing any concerns regarding the manner of execution of the delivery/service and to propose any changes it deems necessary in order to meet the agreed specifications or legal requirements.

§ 4 Performance Periods, Delay and Exclusion of the Obligation to Perform

Agreed dates and deadlines are binding. Decisive for the compliance with the delivery date or the delivery period is the handover of the contractual overall performance to the customer. If delivery “free domicile” or “free place of use” has not been agreed, the Contractor shall make the performance available in compliance with the usual time for transport or consignment.
If the Contractor fails to meet the delivery date, the Customer shall be entitled, at its own discretion and without granting any further grace period, to demand subsequent delivery, damages in lieu of performance due to non-performance or performance not as owed or to withdraw from the order. In the event of a delay in delivery, a contractual penalty of 0.5% of the order value per commenced week of delay, limited to a maximum of 5% of the agreed remuneration, shall be agreed. The assertion of further rights remains unaffected by this. In this context, the default penalty shall be set off against any default damage actually incurred and claimed. The right to demand payment of the contractual penalty shall not be forfeited by unconditional acceptance of the delayed delivery.
As soon as it becomes apparent that the agreed interim or final deadlines will not be met, the Contractor is obliged to inform the Client immediately. The legal rights of the client are not affected by this notification.

§ 5 Force majeure

Force majeure, labor disputes, riots, official measures and other unforeseeable, unavoidable and serious events shall mutually cause the suspension of the performance obligation of the contractual partners for the duration of the disruption. The contracting parties are obliged to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.
In the event that, due to force majeure, the performance obligations are suspended for a period of more than two weeks, the Customer shall be entitled to terminate the contractual relationship with immediate effect. In this case, the Contractor may demand reimbursement of its proven expenses incurred in reliance on the continuation of the contractual relationship until the suspension of the contractual obligations.

§ 6 Remuneration

The Contractor shall receive the agreed remuneration (total remuneration) for the agreed performance results including all its expenses, e.g. costs for materials, use of facilities, travel expenses, transport, insurance, packaging free domicile, customs duties, taxes, etc. and shall issue a detailed invoice for this. The invoice for the total remuneration shall be issued after acceptance of the complete order performance.
If a payment plan has been agreed, payments shall be made after receipt of a corresponding partial invoice in accordance with. the dates and partial amounts agreed in the payment plan. Prior to acceptance of the overall performance by the client or the end customer, all payments shall be made as a-count payments without recognition of the previous performance as performance. Invoicing of the final installment shall in any case only take place after acceptance of the overall performance. The Customer shall be entitled to retain the final installment or a maximum of 20% of the order value until the expiry of the warranty period without this entitling the Contractor to claim damages. Insignificant defects shall be disregarded.
Invoices shall be sent to the Customer in triplicate, indicating the purchase order number, purchase order reference and numbers of each item. Otherwise, they do not set payment deadlines in motion.
Payment shall be made after receipt of the invoice within 14 working days with a 2% discount or within 90 calendar days net by means of payment of our choice. Payment deadlines are set in motion with the later of the following:
1. Delivery or acceptance of the service,
2. Receipt of the invoice or
3. the delivery date specified in the order.
If the Customer pays before the transfer of risk, the transfer of ownership of the delivery item shall be deemed agreed, unless the Customer has requested and received security in the amount of the payment.
The value added tax shall be shown separately on the invoice.
The Contractor is not entitled to assign its claims to third parties or to have them collected by third parties. If the Contractor assigns its claims against the Client to a third party in return for a sentence without the latter’s consent, the assignment shall nevertheless be effective. However, the Client may choose to make payment to the Contractor or the third party with discharging effect.
Payments by the Client shall be deemed to have been made as soon as they have been instructed for payment by the Client.
The Customer shall also be entitled to set off claims which affiliated companies are entitled to against the Contractor.
In the event of defective delivery, the Customer shall be entitled to withhold payment pro rata until proper performance.

§ 7 Provisions, tools

Provisions shall remain the property of the Customer and shall be separately stored, designated and managed by the Contractor free of charge. Their use is only permitted for the underlying order. In the event of depreciation or loss, the Contractor shall provide compensation and shall take out insurance for this purpose at its own expense. This also applies to the charged transfer of order-related material.
In the event of processing and transformation of the material, the Customer shall already become the owner of the new or transformed item upon its creation. The Contractor shall store the new or remodeled item free of charge for the Customer with the diligence of a prudent businessman. Any retention of title by the Contractor to the result of the performance in any form whatsoever is hereby excluded.
Ownership of auxiliary models, tools, patterns, molds, etc. (hereinafter referred to as “Tools”) shall pass to the Customer upon their creation. (hereinafter referred to as “tools”), which are required for the performance of the contractual service, shall pass to the Customer upon creation. Tools are thus to be treated as provisions by the customer. The Customer shall have the right, at its own discretion, to demand delivery of the tools or to have the tools scrapped by the Supplier, free of charge for the Customer. Scrapping of tools requires the written consent of the customer.
The Contractor shall mark confidential documents as the property of the Client and store them separately. Upon request of the Customer, the Contractor shall hand over all confidential documents and items to the Customer without being asked to do so and without delay. Rights of retention are excluded.

§ 8 Subcontracting

The subcontracting of orders to third parties is only permissible with the written consent of the client. In the event that the Contractor violates this, the Client shall be entitled to terminate the contract with immediate effect. In this case, the Contractor is not entitled to claim compensation in any form.

§ 9 Acceptance

If the scope of the order includes the installation or assembly of the delivery item as an ancillary service, formal acceptance is required. It can only take place after the test phase has been successfully completed. In all other respects, the delivery item shall be deemed to have been accepted 4 weeks after it has been put into use, provided that no defects preventing acceptance are asserted by the customer during this period. If the Contractor’s contractual performance is integrated into an overall performance of the Client vis-à-vis its end customer, acceptance of the Contractor’s performance shall only take place upon acceptance of the Client’s overall performance by the end customer, without any express declaration being required. Payments shall in no case signify acceptance of the delivery item. The transfer of risk occurs with the acceptance of the order performance.

§ 10 Secrecy

The Contractor undertakes to treat all non-obvious commercial and technical details that become known to it through the business relationship as business secrets and to protect them against unauthorized inspection, loss or use. Drawings, models, templates, samples and similar items provided by us or produced at our expense shall remain the property of the customer and may not be made accessible or provided to unauthorized third parties without the customer’s written consent. The reproduction of such items is only permitted within the scope of operational requirements and copyright regulations. After completion of the work, the documents provided to the Contractor shall be handed over to the Client without being requested to do so, in compliance with the confidentiality regulations, or shall be securely destroyed in consultation with the Client. The Contractor shall not retain or store copies, duplicates, etc., unless required to do so by law. Subject to further rights, the Client may demand their surrender as soon as the Contractor breaches its obligations.
Employees and subcontractors shall be bound accordingly.
Unless other provisions are made in the order, this confidentiality obligation shall continue to exist for 5 years after delivery and/or performance.
The Supplier may only advertise this business relationship with the written consent of the Customer.

§ 11 Liability for defects

If the limitation period for material defect claims is not agreed separately, the Contractor warrants that its contractual performance shall remain free of defects for a period of 36 months from acceptance of the overall performance by the Customer or its end customer, but in any case not longer than 48 months from handover of the overall performance to the Customer. The period of limitation for material defect claims shall apply irrespective of the period of operational use. Defects shall be reported by the Customer immediately as soon as they are detected in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects. The notice of defect shall interrupt the period of limitation of the material defect claims with regard to the defective part of the delivery until the defect has been completely remedied. Defects of title shall become time-barred according to the statutory limitation period. The customer may assert the statutory warranty claims at its own discretion. In the event of rectification of defects or replacement delivery, the Contractor shall be obliged to rectify the defects immediately free destination at its own expense or to provide the service again. He shall bear all costs incurred in connection with the rectification or replacement, including necessary travel expenses.
In urgent cases, e.g. in case of imminent danger or in cases where the Customer’s own performance obligations require immediate rectification, the Customer may rectify the defect itself or have it rectified by third parties at the Contractor’s expense without setting a deadline. The same shall apply if the Contractor has delivered after the occurrence of the delay.
In all other respects, the statutory provisions shall apply in addition.

§ 12 Liability

If a claim is asserted against the Customer on the basis of strict liability in accordance with non-mandatory law vis-à-vis third parties, the Contractor shall assume liability vis-à-vis the Customer to the extent that it would also be directly liable. The principles of § 254 BGB (German Civil Code) shall apply mutatis mutandis to the compensation of damages between the Customer and the Contractor.
In all other respects, the Contractor shall be liable within the scope of the statutory provisions.

§ 13 Industrial property rights

The Contractor shall be liable for claims arising from the infringement of granted and registered property rights in the event of contractual use of the supplies and services. The Contractor shall indemnify the Client and its customers against all claims arising from the infringement of such property rights. This shall not apply if the Contractor works according to drawings, models, data, etc. provided by the Client and does not know or, in connection with services rendered by him, does not need to know that industrial property rights are thereby infringed.
In the event of infringement, the Customer shall be entitled, at the expense of the Contractor, to obtain from the owner of such property rights the necessary authorization for delivery, commissioning, use, resale, etc. of the delivery item. Any further claim for damages on the part of the customer shall remain unaffected.

§ 14 Withdrawal

The client is entitled to withdraw from the contract at any time. The declaration of withdrawal must be in writing. In such a case, the client is in any case entitled to compensation instead of the return or surrender of the previously received services. The amount of compensation shall be based on the value of the service provided at the time of the declaration of termination.

§ 15 Other agreements

If the Contractor ceases to make payments or if insolvency proceedings are instituted against its assets or if judicial or extrajudicial composition proceedings are applied for, the Customer shall be entitled to withdraw from the contract. Insofar as no withdrawal takes place, the Customer may retain an amount of at least 0% of the remuneration as security for the contractual claims until the expiry of the contractual limitation period for the defect claims.
The place of performance for the services and deliveries under the respective individual contract shall be the head office or the registered office of the ordering branch of the Customer, unless another place of performance is specified in the individual contract.
The exclusive place of jurisdiction is, as far as legally permissible, Minden.
In addition to these terms and conditions, the law of the Federal Republic of Germany shall apply exclusively. The application of the unified UN Convention on Contracts for the International Sale of Goods is excluded.