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TERMS AND CONDITIONS OF PURCHASE

Status: 12/2021


  1.    Order Placing

  1. For our purchase orders the following conditions are effective, if not otherwise agreed in writing. As far as they do not consist of any specific characteristics only the legal regulations apply. Differing or contradictory conditions from the supplier only obligate us, if we agree with them explicitly in writing. If the order becomes executed completely or partly by the supplier, our conditions are tacitly to be considered as accepted by him completely. Special regulations which are mentioned on the front page of purchase order have priority to the below mentioned conditions. Only written purchase orders are legally binding. Verbal agreements require in either case our written confir-mation. Quotations are to be submitted without obligation and free of charge for us.

  2. Deliveries and services which have not been ordered in writing do not justify any claims against us.

  3. The usage of our purchase order for advertising purposes is not permitted.

 

  2.    Prices

 

  1. Our order prices apply as fixed prices for the order value. In case a price escalation clause shall apply it has to be strictly approved by us in writing, even if it is printed within the AGB of the supplier.

  2. The price is valid free destination, unless otherwise agreed expressly.

  3. Packing will only be paid, if a payment for that is explicitly agreed.

  4. Alterations of price and delivery time have to be notified immediately in writing; whereas we presume most-favoured-treatment for quoted prices and payment terms.

  3.    Delivery dates and Rescission

  1. The agreed delivery dates are fixed dates. Day of delivery means receipt of goods at HETA. Non-compliance of agreed delivery periods authorizes us after reminder and expiration of an adequate additional respite to resign from the contract or to claim compensation due to non-performance.

  2. An early delivery may only be carried out by mutual agreement and does not affect the actual agreed payment deadline. Price reductions which occur until the actual agreed delivery date can be occupied by us.

  3. In cases of force majeure or unforeseeable occasions for which we are not responsible as well as strikes and lock-outs we can withdraw  from the contract completely or partly or can require the performance at a later date, if the performance of our contractual obligations is made impossible or essentially difficult for us. Claims for indemnity from the supplier are not possible.

  4. For initial placements we reserve the return of new listed articles.

  4.    Transport, Risk assumption, Invoice Issuing

  1. For the exact compliance with the assigned transport regulations solely the contractor bears the responsibility. We are authorized to refuse acceptance of deliveries, if we have no proper transport documents available by the day of material receipt, or if our order signs are not or incompletely given within the transport documents without being in default of acceptance. The contractor bears the costs for refusal of acceptance. We reserve us the further going rights due to debtor’s delay.

  2. The contractor bears the risk of shipment until proper reception of performance in our facility. This is also valid if in individual case delivery ex works has been agreed, or if in individual case we were supposed to carry out the transport on our own expenses. The supplier bears the costs for packing.

  3. Invoices have to be submitted on transport in twofold, but separated from the goods. Relevant for the payment are the quantities, weights or others which underlie the verification facts. Each invoice and all transportation documents have to show the number of purchase order, the supplier number as well as the Identification number. In case these indications are missing we assume no guarantee for the compliance with the agreed payment conditions. The authorization for discount deduction remains valid for us; furthermore we do not be in default of payment.

  5.    Payment

  1. The invoice for delivery has to be submitted separately in threefold with indication of purchase order number and supplier number. I.e. it shall not be attached to the delivery. 

  2. Our payment will be carried out by receipt of invoice, first half of month on 30th of each month.

  6.    Claims

  1. Claims of delivery will be reported to the supplier immediately as soon as they have been detected according to the facts of a proper course of business. The supplier renounces to the objection of delayed letter of complaint.

  2. The goods which have to be supplied have to be fabricated from adequate acceptable material and need to comply with the accepted regulations of technique, the safety regulations and the agreed technical data. For materials which are destined for subsequent processing the deadline for claim begins against § 377 / 378 HGB not before processing of goods in our shop or at our recipient’s.

  3. All goods and materials - for whose kind DIN norms exist – have to comply with these DIN norms. Variations from the DIN norm require our written approval.

7.    Warranty

  1. The seller is responsible for all defects which occur within the year starting from the acceptance. In case of remediation of defects by the seller the warranty period extends about the period from the claim until the inspection of maintenance. For reworks and spare parts begins a new warranty period insofar.

  2. In case of supplied faulty goods or missing assured qualities of the goods the supplier has to supply subsequently or to repair at HETA’s choice. If subsequent deliveries or repairs are impossible for the supplier or did they fail by him once before or is the supplier in default with them HETA can withdraw from the contract, send back the goods on the risk of supplier and purchase the goods elsewhere. The supplier bears the costs which result from that. In urgent cases HETA can carry out the reworks by her own after agreement with the supplier, or can authorize third party to carry out the reworks. The supplier bears the costs which result from that. The goods which had to be replaced (or parts from that) have to be provided by HETA immediately by request of the supplier and on his own costs.

  8.    Limitation

Our entitlements from warranty and from possible given additional guaranty promises become time-barred after one year. In case that singly parts of the delivery become replaced by parts without defects or repaired by the supplier in compliance with his warranty obligation the prescription period restarts for the replaced parts with the fabrication of the conventionary condition.

  9.    Drawings, Models, Forms and Tools

Drawings, Models, Forms, Tools, Documents and suchlike which we provide or pay for the performance of our order stay respectively become our property. The contractor is liable for their loss or their damages respectively misuse, until proper return. After completion of the order these objects have to be given back without particular demand.

10.    Service orders, Indemnity, Liability

For services of installation, maintenance and other job-performances following applies additionally:The contractor has to follow the constructions of his employers’ liability insurance association as well as of the accident prevention regulations during the performance of all works. He bears the responsibility and liability for all accidental damages which have been caused by him or his authorized agent or assistant. The contractor will indemnify us from all claims for damages which will be asserted towards us in connection with his contractual owned delivery or service. The contractor and his authorized agents or assistants have to ensure a careful and safe keeping of his property brought into our facility on his own. We are only responsible for a loss or damage in case of grossly negligent behaviour of an employer from HETA.

11.    Property Right

  1. The seller is responsible that industrial property rights and copyrights do not become infringed. He has to enable us the usage including possible repairs, modifications or extensions of the supplied objects or of the manufactured part and he has to indemnify us from all claims of third parties.

  2. Insists a third party on non-usage the seller has to take back or eliminate his services on his own costs under refund of the received payment; furthermore we can require replacement of the damage occurred to us.

12.    Reservation of title

  1. Material which we provide for the performance of our orders remains our property. It has to be marked by the contractor as our property immediately after receipt and to be stored separated from even or similar material. It may only be used in line with the foreseen fabrication and beyond that it may not be used in any other way. The new object which develops by the processing of our material becomes conferred on us by the contractor. If necessary he confers the rate-wise co-ownership of the object on us with the proviso that the new object in both cases will be taken in custody by him for us.

  2. The contractor has to inform us immediately about an upcoming or performed distraint as well as about any other interference of our rights. He is obligated to cover the material provided by us on his own costs against all usual risks.

  3. Claims about damages on the material provided by us as well as the weight of the delivery on the letter of consignment taken as basis on part of the rail for the calculation of freight have to be asserted to the supplier immediately while takeover of material by the rail respectively during auto supply.

13.    Federal Data Protection

We save accumulating personal-relating data about the sell in line with our business relations in terms of the federal data protection act with automatic data processing. The seller has the right of cancellation after final termination of the business relation.

14.    Assignment of Rights from the Contract

The seller may neither completely nor partly assign rights from the contract to third parties without our expressly written approval.

15.    Non-Disclosure

The contractual partners obligate themselves to treat all non-patently, commercial and technical details which have been disclosed through the business relation as trade secret. Sub-suppliers have to be obligated accordingly.

16.    Place of Fulfilment and Court of Jurisdiction

  1. As place of fulfilment for all rights and obligations resulting from the delivery or service our facility designated for the good receipt respectively for the service is agreed.

  2. Exclusive court of jurisdiction for all litigations is - against general merchant or if the other requirements of § 38 ZPO apply – the domicile of our company.

  3. As far as within the judicial dunning proceedings claims become asserted Nidda becomes agreed as court of jurisdiction.

  4. 16.4  German right applies (BGB and HGB). The validity of the standard law of sale is impossible.

17.    Severability Clause

In case that several of the aforementioned purchase conditions are neither completely nor partly effective in law or are not feasible or they lose their validity or feasibility the validity of the remaining conditions shall not be affected thereby. It is one of the invalid conditions to agree possible complying other conditions according to the sense and the economic relevance.

Address for Shipment:

HETA Verfahrenstechnik GmbH, Gottlieb-Daimler-Straße 7, 35423 Lich

When delivery of the goods is being carried out through truck or van we would like you to note that your vehicle (or the vehicle by your authorized agent) will be arriving the relevant workshop at 3 pm at the latest, since otherwise unloading at the same day is not possible anymore.