General Terms and Conditions of Purchase of
Innovatec Microfibre Technology GmbH & Co. KG
1. Scope of Application
1.1 We conclude contracts with entrepreneurs (§§ 310 para. 1, 14 German Civil Code), legal entities under public law and special funds under public law for deliveries and services to be provided to us only on the basis of our General Terms and Conditions of Purchase (GTCP) valid at the time.
1.2 Our GTCP also apply to all future contracts in the ongoing business relationship with our supplier. The supplier can at any time retrieve and download our GTCP on the Internet at www.innovatec.de. We will also send the GTCP to the supplier free of charge at any time upon request.
1.3 Any terms and conditions of the supplier are hereby rejected. Any terms and conditions of business or sale of the supplier that conflict with, deviate from, supplement or unilaterally contradict our GTCS shall not apply even if we unconditionally provide or accept services unless we have expressly agreed to such terms and conditions in a specific case in writing.
2. Conclusion of Contract
2.1 If the supplier submits an offer to us or if its order confirmation deviates from our order, the contract shall only be concluded upon receipt of our written confirmation. The technical documents, drawings, material specifications and other information enclosed with an offer are an essential part of the offer.
2.2 If an offer submitted by us for the conclusion of a contract is made "without engagement", we may freely revoke it until receipt of the supplier's declaration of acceptance. The binding effect of an offer submitted by us shall expire at the latest 10 working days after receipt of the offer by the supplier if the supplier does not confirm the offer in writing within this period.
2.3 The supplier shall be bound by its offer for 4 weeks after receipt thereof by us.
2.4We may demand changes to the design and execution of the goods to be delivered within reasonable limits for the supplier. In this case, the effects, in particular with regard to the additional and reduced costs as well as the delivery dates, are to be reasonably agreed.
2.5 To the extent that unforeseen changes in requirements occur after conclusion of the contract, for example due to changes or cancellations by our customers, we are entitled, even after conclusion of the contract, to change planning and execution specifications for the delivery in return for reimbursement of any additional expenses incurred by the supplier, including a proportionate share of profit.
3. Prices, Invoices, Payments
3.1 The price specified in the order is binding. Changes to prices during the term of the contract must be made by mutual agreement and confirmed in writing. Should the supplier reduce his prices in the period between order and delivery, such reduced prices shall apply. All prices are inclusive of statutory value added tax if this is not shown separately.
3.2 Invoices shall be provided with all necessary documentation and references to the order details (invoice date, delivery date, order items, order number, the respective item number, tax number, etc.). Payment periods shall not commence until we have received a verifiable invoice. Invoices must be submitted in two copies, whereby the duplicate must be identified as such.
3.3 Unless otherwise agreed in individual cases, the price includes all services and additional services of the supplier (e.g. assembly, installation) as well as all additional costs (e.g. proper packaging, transport costs including any transport and liability insurance).
3.4 Unless otherwise agreed in individual cases, we shall make payments within 14 days of delivery of the goods and receipt of a verifiable invoice with a 3% discount or within 30 days without deductions. Any payment is deemed effected in due time if the money transfer order is timeously received by our bank with our account showing sufficient cover. We are not responsible for delays caused by the banks involved.
3.5 We are entitled to set-off and retention rights as well as the defence of non-performance of the contract to the extent provided by law. In particular, we are entitled to withhold due payments as long as we are still entitled to claims from incomplete or defective performance against the supplier.
3.6 The supplier is not entitled to assign its claim against us or to have it collected by third parties without our prior consent. For advance assignments within the scope of a reservation of title by the supplier's sub-suppliers, consent shall only be granted subject to the condition that a set-off by us with counterclaims acquired after notification of such assignments is permissible.
3.7 We are not liable for maturity interest. In the event of default, the statutory provisions shall apply.
4. Dates and Deadlines; Contractual Penalty
4.1 The time of delivery or performance agreed with the supplier is binding. The supplier is obliged to inform us immediately in writing if it is likely that the supplier will not be able to meet the agreed delivery times.
4.2 Our receipt of the goods shall be decisive for compliance with the delivery date or the delivery period. This also applies to shipping documents, operating instructions, technical documents, any owed test or quality protocols and other certificates that are part of the supplier's performance.
4.3 If the day on which the delivery must be made at the latest can be determined according to the calendar on the basis of the contract, the supplier shall be in default on expiry of this day without a warning notice being required by us.
4.4 Acceptance of late deliveries shall not constitute a waiver of claims based on the delay.
4.5 In the event of a delay in delivery, we are entitled to claim a contractual penalty in the amount of 0.5%, up to a maximum of 5%, of the net order value of the delayed goods for each commenced calendar week of the delay in delivery. The reservation of the claim to the contractual penalty can also be declared after acceptance until the time of the final payment. The assertion of further rights remains unaffected. The contractual penalty shall be offset against the damages caused by delay to be
5. Delivery Conditions, Transfer of Title, Spare Parts
5.1 Unless otherwise agreed in individual cases, delivery shall be made in accordance with the delivery term "DDP" (Incoterms 2020) at our facility in Troisdorf, Germany.
5.2 The transfer of title of the goods to us shall be unconditional and without regard to the payment of the price. If, however, in individual cases we accept an offer of transfer of ownership from the supplier conditional on payment of the purchase price, the supplier's retention of title shall expire at the latest upon payment of the purchase price for the goods delivered. We shall remain authorised to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the claim arising therefrom (alternatively the simple reservation of title extended to the resale shall apply). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended
5.3 The supplier is obliged to maintain spare parts for the delivered products for a period of at least 5 years after the last delivery. If the supplier intends to discontinue the production of spare parts for the delivered products, the supplier shall inform us immediately after the decision on the discontinuation.
6.1 "Confidential Information" within the meaning of the following confidentiality obligation shall be all information about us (e.g. data, documents, drawings, samples and know-how) which is/was made available to the supplier within the scope of the contract and/or the negotiations relating to the contract and which is/are marked as confidential or which, by its nature, is recognisably confidential. Whether and on which carrier medium the Confidential Information is embodied is irrelevant; in particular, oral information is also included.
6.2 The supplier is obliged to treat the Confidential Information as strictly confidential and not to disclose or make it accessible to third parties without our written consent. The supplier shall take suitable precautions to protect the Confidential Information, but at least those precautions with which the supplier protects particularly sensitive information about its own company and shall take appropriate confidentiality measures within the meaning of Section 2 (1) No. 2 lit. b of the German Confidentiality Act (GeschGehG).
6.3 Obtaining trade secrets by observing, examining, reverse engineering or testing products, samples or other corresponding Confidential Information provided by us which are in the lawful possession of the supplier is prohibited. This prohibition ends as soon as the relevant product, sample or other Confidential Information has been made publicly available by us.
6.4 The supplier's confidentiality obligations do not apply to information for which the supplier can prove that
- we have given our prior written consent to its disclosure or use by the supplier for the specific individual case;
- it was in the public domain prior to the execution of this confidentiality declaration;
- the supplier has obtained them from a third party prior to the execution of this confidentiality declaration or obtains them thereafter from a third party without breaching this confidentiality declaration, provided that the third party has in each case lawfully come into possession of the Confidential Information and by disclosing them does not breach a confidentiality obligation binding on it; or
- the supplier is required to disclose the Confidential Information by law or by the rules and regulations of any stock exchange or by an enforceable order of a court or authority of competent jurisdiction.
6.5 This confidentiality declaration shall come into force upon conclusion of the contract and shall end five years after termination of the business relationship.
7. Non-compliance of Delivery or Performance with Contract Requirements
7.1 The statutory provisions shall apply to our rights in the event of material defects and defects of title of the goods (including misdelivery and short delivery as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the supplier, unless otherwise stipulated below.
7.2 The supplier shall be liable in particular for the goods having the agreed or usually presumed quality, in particular that they correspond to the state of the art.
7.3 The statutory obligations to inspect and notify defects pursuant to § 377 of the German Commercial Code (HGB) shall apply with the following condition: our obligation to inspect upon receipt of the goods shall be limited to defects that can be identified by an external inspection including the delivery documents.
7.4 We are entitled to recourse claims within a supply chain (supplier recourse pursuant to §§ 445a, 445b, 478 German Civil Code) without restriction in addition to the claims for defects. In particular, we are entitled to demand the type of subsequent performance from the supplier that we owe to our customer in the individual case. Our statutory right of choice (§ 439 para. 1 German Civil Code) shall not be restricted hereby.
8.1 The supplier shall be liable for the breach of contractual obligations in accordance with the statutory provisions.
8.2 The supplier is liable for all claims asserted by third parties, which are attributable to a product delivered by the supplier. In this respect, the supplier shall indemnify us against any liability to third parties upon first request.
8.3 The supplier shall bear any expenses incurred in the context of a recall which has to occur due to a defective product caused by the supplier.
9. Intellectual Property
9.1 Upon conclusion of the contract, the supplier shall not acquire any rights to illustrations, drawings, models, plans, software, samples and other documents, unless this is absolutely necessary for the performance of the contract. All our rights to the illustrations, drawings, models, plans, software, samples and other documents, including copyrights, trademark rights, company rights and rights to know-how, shall therefore remain with us. Without our consent, illustrations, drawings, models, plans, software, samples and other documents may not be reproduced or distributed by the customer or disclosed to third parties.
9.2 Upon request or if an order is not placed, the illustrations, drawings, models, plans, software, samples and other documents must be returned to us without delay.
9.3 The supplier guarantees that the delivered goods do not infringe any industrial property rights of third parties in countries of the European Union or other countries in which the supplier manufactures the goods or has them manufactured.
9.4 If claims are asserted against us by a third party due to an infringement of intellectual property rights by the delivered goods, the supplier shall, at its discretion and at its own expense, either obtain a right of use for the affected goods or modify them in such a way that the intellectual property right is not infringed. In this respect, the supplier shall indemnify us in full against all claims of third parties, including costs of legal defence and/or prosecution, upon first written request.
10. Data Protection
10.1 We, as the supplier, are obliged to collect and process the data in connection with the conclusion and performance of the contract only in accordance with the statutory requirements.
11.1 Without our prior written consent, the supplier shall not be entitled to have the performance owed by the supplier performed by third parties (e.g. subcontractors) or to perform it as a partial performance.
11.2 The place of performance is our registered place of business in Troisdorf, Germany.
11.3 German law shall apply to the exclusion of the CISG.
11.4 The place of jurisdiction for all disputes arising from commercial transactions with registered merchants and legal entities under public law is Cologne for both parties (§ 38 ZPO). However, we are also entitled to initiate legal proceedings at the general place of jurisdiction of the supplier.
11.5 Amendments or supplements to these GTCP must be made in writing. This also applies to the waiver of this written form requirement or a deviation therefrom.
11.6 If individual provisions of these GTCP or of the delivery transaction are or become invalid in whole or in part, the validity of the remaining provisions or other parts of such clauses shall not be affected thereby. The invalid clause shall be replaced by a provision which corresponds as closely as possible to the purpose of this clause and is effective.
Status: August 2021