1. General Terms and Conditions

(a) The General Terms and Conditions of Purchase (hereinafter referred to as “General Terms and Conditions of Purchase”) of Hessenkemper GmbH (“Buyer”) shall apply exclusively to all present and future business relations between Hessenkemper GmbH and the supplier of goods (hereinafter referred to as “Supplier”) for their order and purchase by Hessenkemper GmbH. They shall not apply to natural persons who conclude a legal transaction only for a purpose which cannot be attributed to their commercial or independent professional activities.

(b) By accepting and executing an order and/or a purchase order the supplier accepts these “General Terms and Conditions of Purchase” in the version valid at the time of the order. They shall apply in the version valid at the time as a framework agreement without the “Purchaser” having to refer to them in each individual case. The “General Terms and Conditions of Purchase” of Hessenkemper GmbH can be accessed on the website www.hessenkemper.com at any time.

(c) Conflicting and/or deviating GTC of the supplier shall not be recognised and shall not become part of the contract unless their validity is agreed to in writing by the “Buyer” upon conclusion of the contract. In this case, as well as in the case of special agreement, special conditions for specific orders, the “Purchasing GTC” shall apply subordinate and supplementary. The acceptance of a delivery of the supplier by the “Purchaser” does not imply consent to the general terms and conditions of the supplier. Silence in response to a commercial letter of confirmation from the supplier with contradictory statements and explanations from the supplier does not constitute corresponding consent.

(d) Any correspondence relating to the contract shall be conducted with the “Buyer”, quoting the order number. The conclusion of the contract as well as all agreements, including individual agreements, made between the “Purchaser” and the Supplier for the performance of the contract must be in writing. Verbal agreements are not binding. The supplier must check an offer professionally and expressly point out to the “purchaser” in the offer any deviations from the enquiry documents. If there are deviations, no contract shall be concluded. This also applies in particular to direct or indirect infringements of patent, industrial property, utility model and design rights vis-à-vis third parties.

(e) If the offer is made by the “Buyer”, the “Buyer” shall be bound for 5 working days from the date of the offer.

(f) The performance or execution of the ordered service and delivery by third parties requires prior written consent.

(g) Even if there is no binding obligation to comply with the Supply Chain Protection Act “LkSG” (Act on Corporate Due Diligence) due to the legal requirements, we expect from the supplier in our business relationship the best possible implementation of its due diligence on the topics of human rights, occupational safety, environment and ethics. Misinterpretation and misconduct with regard to the respective current legal situation does not exempt the supplier from recourse claims caused by his conduct.

2. Conclusion of Contract + Seller’s Obligations

(a) The scope of performance of the order and or the offer results from the individual order, documents, reports, ideas, drafts, samples and other results arising during the performance of the service. They are part of the order performance.

(b) The decisive legal relationship between the buyer and the supplier results from the purchase contract concluded in writing.

(c) The Buyer expects a commercial letter of confirmation within a reasonable period of time to confirm the conclusion of the contract.

3. Prices, delivery time + delay in delivery

(a) The prices stated in the order are fixed prices. They include in particular the costs for freight “free domicile”, insurance, customs duties, packaging and material testing procedures. Claims based on additional deliveries and or services can only be asserted after prior written agreement. This requires a mutual agreement. Otherwise, additional claims above and beyond the price are excluded.

(b) The contractually fixed invoice price, unless otherwise contractually agreed, shall be paid within 30 days net after confirmed receipt of the goods (condition is the faultless condition of the goods/delivery according to the contract).

In the event of early payment, payment shall be made within 14 days with a 3% discount.

Prerequisite is the receipt of an auditable invoice. Payment shall be made non-cash to the supplier’s specified business account. For this purpose, the supplier shall provide appropriate bank details.

4. Delivery, Transfer of Risk, Warranty Claims

(a) Unless another place of performance has been agreed in writing in the contract, deliveries shall be made at the “Purchaser’s” place of business and shall be insured by the Supplier at the latter’s expense against transport damage, incorrect loading or unloading and theft.

(b) The transfer of risk shall take place upon acceptance of the delivery by the “Purchaser” at its place of business.

(c) Packaging materials shall only be used to the extent necessary to achieve the purpose. The supplier’s take-back obligations, also with regard to transport and product packaging, shall be governed by the statutory provisions. The supplier confirms that all packaging affected by this has been licensed and registered with a corresponding system provider in accordance with the law and that the charges for this have been paid in full and in the correct manner.

(d) The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the content of the delivery (article number and quantity) and our order ID (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any delays in processing and payment resulting therefrom.

(e) Warranty claims of the “Buyer” for material defects and defects of title against the “Supplier” shall be determined in accordance with the statutory provisions. The warranty period is 12 months after the transfer of risk.

(f) An obligation for the “Purchaser” to inspect and give notice of defects in accordance with §377 HGB is excluded.

(g) The supplier shall be liable without limitation for grossly negligent defects, including those described as “hidden defects”.

(h) The supplier guarantees that the goods and deliveries comply with the currently applicable statutory regulations, in particular the requirements of the respectively applicable packaging ordinance, the RoHS directive and the EU chemicals regulation REACH.

5. Liability

(a) The Supplier shall be liable within the scope of the statutory provisions.

(b) Insofar as the Supplier is responsible for product damage, it shall be obliged to indemnify the “Purchaser” against claims for damages by third parties upon first request to the extent that the cause lies within its sphere of control and organisation and it is itself liable in relation to third parties. The obligation to indemnify shall also apply to all expenses necessarily incurred by the “Purchaser” as a result of or in connection with claims asserted by a third party, including the costs of legal representation. The supplier shall insure itself against these risks to a sufficient extent as is customary in the market.

(c) For damages due to injury to life, body or health, in the event of intent or gross negligence on the part of the “Purchaser”, a legal representative or vicarious agent, as well as for damages covered by a guarantee or warranty granted by the “Purchaser”, the “Purchaser” shall be liable in accordance with the statutory provisions. In the event of slight negligence, the “Buyer” shall only be liable for compensation for the foreseeable damage typical for this type of contract and only insofar as an obligation, the proper fulfilment of which makes the performance of this contract possible in the first place and on the observance of which the contractual partner could rely (cardinal obligation), has been breached by the “Buyer”, a legal representative or vicarious agent. Otherwise, liability is excluded to the extent permitted by law.

6. provision of goods and mixing

(a) If the item provided by the “Purchaser” (materials/purchased parts) is inseparably mixed with other items not belonging to it, the “Purchaser” shall acquire co-ownership of the item in the ratio of the value of the item subject to retention of title to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Supplier’s item is to be regarded as the main item, it shall be deemed agreed that the Supplier transfers ownership to the “Purchaser” on a pro rata basis; the Supplier shall hold the sole or co-ownership in safe custody for the “Purchaser” free of charge.

7. Secrecy, Property Rights, Retention of Title

(a) The Supplier is obliged to maintain secrecy with regard to all documents and information provided by the Purchaser. In this respect, the “Purchaser” reserves the “property rights and copyrights. The obligation of secrecy also extends to personal data. The obligation to maintain secrecy shall also apply after completion or failure of the contract; it shall only expire, if and to the extent that the information contained in the documents provided has become generally known. Third parties used by the supplier to fulfil the obligations resulting from this contract shall be obliged accordingly.

(b) The supplier guarantees that no rights of third parties will be infringed in connection with the performance of the contract and its delivery. Should a claim be made against the “Purchaser” by a third party in this respect, the Supplier shall be obliged to immediately indemnify the “Purchaser” against all claims resulting therefrom and to defend against such claims. The obligation to indemnify also refers to all expenses necessarily incurred by the “Purchaser” from or in connection with the claim by a third party. This also includes the costs of legal representation.

(c) The supplier’s retention of title shall automatically expire upon payment of the contract price.

There is no extended retention of title.

8. Choice of law, place of jurisdiction and final provisions

(a) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and legal norms referring to another legal system shall not apply. If copies of these General Terms and Conditions of Purchase have been made in languages other than German, only the German version shall be binding for the “Buyer” and the Supplier.

(b) Place of performance is Arnsberg in Westphalia. The place of jurisdiction for disputes arising from or in connection with the contractual relationship existing between the “Buyer” and the “Supplier” shall be Arnsberg in Westphalia, provided that the contractual partner is a merchant, a legal entity under public law or a special fund under public law.

(c) In all other respects, the General Terms and Conditions of the “Buyer”, which can be accessed at any time on the website www.hessenkemper.com, shall apply in addition.

(d) Subsidiary agreements, amendments or supplements must be in writing to be effective, as must the waiver of the written form requirement. The written form within the meaning of these General Terms and Conditions of Purchase is also granted by e-mail and fax.

(e) Should individual provisions of these “General Terms and Conditions of Purchase” be or become invalid in whole or in part, the validity of the rest of the “General Terms and Conditions of Purchase” shall not be affected thereby. The contracting parties undertake to agree on the ineffective provision in a new effective way and to put it into writing in such a way that the purpose pursued with the ineffective provision is achieved as far as possible. In the event of loopholes, the above provisions shall apply accordingly.

Status: 01/2023