General Conditions of Purchase
valid from 02/01/2021
For questions about our purchasing conditions:
Telephone +49 (0) 5272 394666-0
Fax +49 (0) 5272 394666-66
§ 1. General
(1) Remuneration or compensation for visits or the preparation of offers, projects, plans, etc. will not be granted by the customer even if no order is placed. Any agreements to the contrary must be made in writing.
(2) The contract is concluded under the exclusive application of our general terms and conditions of purchase (hereinafter: GPC); We do not recognize any terms and conditions of the supplier that contradict or deviate from our GPC unless they have been approved in writing. Our GPC also apply if we unconditionally fulfill our contractual obligation in the knowledge of conflicting or deviating conditions of the supplier.
(3) Our GPC only apply to an entrepreneur (§§ 310 I, 14 BGB), a legal person under public law or a special fund under public law.
(4) All agreements made between us and the supplier to amend the contract or for the purpose of executing this contract must be made in writing. This also applies to supplements.
(5) Our GPC also apply to all future business with the supplier.
(6) By executing our order, our GPC are recognized without restriction.
§ 2 Offers, Orders and Commissions
(1) If the offers do not expressly contain a binding period, we are bound by this two weeks after the date of the order. The receipt of the declaration of acceptance by us is decisive for the timely acceptance.
(2) Offers should correspond to the request submitted by us and should take into account attached documents, drawings, article geometries and factory specifications. If there are reservations, concerns, deviations or alternative suggestions, these must be clearly indicated. All suggestions and offers are free and non-binding for us.
(3) If the supplier is responsible for development and / or drawing, the supplier must deliver these documents to SRG Elektronik GmbH without being requested to do so, no later than 14 business days after receipt of a written request from SRG Elektronik GmbH.
(4) Orders and changes to orders are made in writing. In case of doubt, the content of verbal and telephone discussions is only binding if it has been confirmed in writing.
(5) The supplier will immediately check the order for recognizable errors, ambiguities, incompleteness as well as unsuitability of the specifications chosen by the customer for the intended use and inform the customer immediately of any necessary changes or clarifications of the order.
(6) Every order and order change must be confirmed in writing by the supplier and treated separately in all correspondence. If the supplier does not confirm an order within one week, the customer is entitled to revoke the order.
(7) If the order confirmation deviates from the order, the customer is only bound if he has consented to the deviation in writing. The acceptance of deliveries or services as well as payments do not imply approval.
(8) The transfer of orders to third parties is not permitted without the written consent of the customer and entitles the customer to withdraw from the contract in whole or in part and to demand compensation. If the purchaser agrees, the third party is deemed to be the supplier’s vicarious agent.
(9) The order number or name of the orderer shown on the order must be given in all correspondence. SRG Elektronik GmbH is not responsible for delays resulting from non-compliance with this obligation.
§ 3 prices, terms of payment, invoice details
(1) The price shown in the order is binding.
(2) In the event of an obviously incorrect order, e.g. too high a quantity or too high a price, the supplier is obliged to report this immediately in accordance with Section 2, Section 4.
(3) Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address specified in the contract, including packaging. At our request, the supplier must take back the packaging at his own expense. The cost of insurance, esp. a transport insurance, we only take over after our previous written declaration of acceptance.
(4) The price shown on the invoice includes the Incoterms Delivered, Duty Paid (DDP). Exceptions require the written approval of the client.
(5) Unless otherwise agreed, we will pay the purchase price within 14 days of delivery of the goods and receipt of the invoice with a 3% discount or within 60 days net. Receipt of our transfer order by our bank is sufficient for timely payment, provided that it is accepted and executed by the bank.
(6) Our order number, article number, delivery quantity and delivery address must be stated in all documents provided by the supplier. If one or more of these details are missing and this delays processing by us in the course of our normal business transactions, the payment deadlines specified in paragraph 3 are extended by the period of delay.
(7) We are entitled to set-off and retention rights as well as the objection of the non-fulfilled contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we are still entitled to claims against the supplier from incomplete or defective services.
(8) The supplier has a right of set-off or retention only for counterclaims that have been legally established, recognized or undisputed.
(9) SRG Elektronik GmbH endeavors to support the supplier with target prices for centrally important procurement products. However, the supplier is completely free to define the price. In the case of larger deviations, the common goal of SRG Elektronik GmbH and the respective supplier is to find explanations. The basis is the establishment of a fair supplier relationship, especially with further orders that should be awarded trustingly without spending a lot of time.
§ 4 delivery time and delivery, performance, transfer of risk & contractual penalty
(1) The delivery time specified in the order (delivery date or deadline) is binding. Early deliveries or partial deliveries are only permitted with our written consent.
(2) The supplier is obliged to inform us immediately in writing if the delivery time cannot be met.
(3) In the event of a delay in delivery, the occurrence of which is based on the statutory provisions, we are entitled to the statutory claims without restriction, including the right to withdraw from the contract and the right to compensation in lieu of performance after a reasonable grace period has expired without result.
(4) In the event of culpable delays in delivery after a prior written warning to the supplier, we are entitled to demand a contractual penalty of 0.5%, maximum 5%, of the respective net order value for each week or part thereof of the delay in delivery. In the event of culpable delays in delivery of partial services, a contractual penalty of 0.5% of the net order value attributable to the affected partial service, up to a maximum of 5%, can also be asserted for each commenced week of the delay in delivery. Overall, the sum of various contractual penalties may not exceed 5% of the total net order value. We reserve the right to make further claims for damages against which the contractual penalty is offset. If we accept the delayed performance, the contractual penalty must be asserted at the latest with our final payment.
(5) The supplier requires our written consent in order to pass the order on to subcontractors in whole or in part or to have them carried out by subcontractors.
(6) Even if shipment has been agreed, the risk is only transferred to us when the goods are handed over to us at the agreed destination.
(7) Our incoming goods department is open Monday to Friday 7:00 a.m. to 6:00 p.m. This may differ on bridging days and will be announced in advance.
§ 5 Guarantee and warranty claims
(1) The supplier guarantees that the order to be fulfilled by him fully complies with the description of services and the state-of-the-art technology. Deviations are not permitted without our express written consent even if the items that the supplier wishes to deliver are functionally identical to the item described in the order.
(2) The supplier also guarantees that it will use environmentally friendly products and processes in its deliveries and services within the framework of economic and technical possibilities. He is liable for the environmental compatibility of the products and packaging materials supplied and for all consequential damage caused by the violation of statutory disposal obligations. At the request of the customer, the supplier is obliged to issue a certificate of quality for the delivered goods.
(3) In the event of defects, we have unlimited legal claims. The warranty period is 2 years from delivery (Section 438 Paragraph 1 No. 3 BGB). It begins with the handover of the delivery item to the customer or a third party designated by the customer at the point of receipt or use specified by the customer. In the case of the delivery of the goods received – individually or in the processed state – to the customer’s customers, the period for hidden defects begins with the delivery to the respective customer. In these cases, the statute of limitations for claims for defects occurs at the latest after 36 months from the handover of the delivery item to the customer or a third party named by the customer.
(4) In the case of devices, machines and systems, the warranty period begins with the acceptance date specified by the customer in his written acceptance declaration. If the acceptance is delayed through no fault of the supplier, the warranty period is 2 years after the delivery item has been properly made available for the purpose of acceptance.
(5) For delivery parts that could not remain in operation during the investigation of a defect and / or the removal of the defect, an ongoing warranty period is extended by the time of the business interruption. For newly delivered parts, the warranty period begins anew with their handover. Any downtimes that have occurred due to defects in the delivery / service are added to the warranty period.
(6) In deviation from Section 377 of the German Commercial Code (HGB), goods are received subject to subsequent goods receipt / quality control. The customer must check the delivery / service for any quality or quantity deviations within a reasonable period of time in accordance with the circumstances of a proper business process. Obvious defects must be reported to the supplier in writing immediately after they are discovered. The complaint is timely if it is made within a maximum of 14 days after receipt of the delivery by the customer. Hidden defects are to be reported to the supplier in writing by the purchaser within 14 days of becoming aware of them.
(7) If there is a defect within the first 6 months of delivery, it is assumed that the defect already existed when the risk was transferred.
(8) The purchaser is entitled to the full extent of the statutory warranty claims. He is entitled to demand that the supplier rectify the defect or make a new delivery, as he chooses. In this case, the supplier is obliged to bear all expenses necessary for the purpose of remedying the defect or making a new delivery or manufacturing a new one. The customer expressly reserves the right to withdraw from the contract or to reduce the price, as well as to claim damages or reimbursement of wasted expenses.
(9) If the supplier does not meet his liability for defects within the reasonable period set by the customer, the customer can take the necessary measures at the expense and risk of the supplier himself or have them taken by third parties. In urgent cases, the customer can, in coordination with the supplier, carry out the improvement himself or have it carried out by a third party.
(10) Small defects can be remedied by the customer – in fulfillment of his duty to mitigate damage – without prior consultation, without thereby restricting the supplier’s obligations under liability for defects. In this case, the customer can charge the supplier with the necessary expenses. The customer has the same right in urgent cases and / or if there is a risk of unusually high damage. The purchaser decides at his due discretion whether such a case exists.
(11) The supplier is obliged to notify his sub-suppliers of any recourse claims immediately after they have been asserted by the purchaser. Irrespective of this, the supplier’s own obligation to the customer remains.
(12) The legal regulation (§§ 478, 479 BGB) applies to the recourse claims of the purchaser due to defective goods with the proviso that the purchaser is entitled to the recourse claims even if it is only a partial delivery and / or there is no purchase of consumer goods. Furthermore, contrary to § 479 Para. 2 BGB at the earliest after 6 months after the point in time at which we have fulfilled our customer’s claims.
(13) The supplier is responsible for quality assurance with regard to the items to be delivered by him. Our obligation to inspect and notify is therefore limited to defects that are revealed during our incoming goods inspection with an external inspection (e.g. transport damage, incorrect or short deliveries). If acceptance of the items has been agreed, there is no separate inspection obligation. Any discrepancies in quality and quantity are reported in good time if we notify the supplier of them within 10 working days of receiving the goods. Hidden material defects are reported in good time if the supplier is notified within 10 working days of their discovery.
(14) The supplier bears the costs incurred for the inspection and subsequent performance even if the request for subsequent performance proves to be unjustified. This does not apply if our request for subsequent performance was made with knowledge or grossly negligent ignorance of the fact that there is no defect.
(15) We do not waive warranty claims by accepting or approving submitted samples.
(16) When the supplier receives our written notification of defects, the limitation period for warranty claims is suspended. In the event of a replacement delivery or removal of defects, the warranty period for replaced or reworked parts begins again, unless the measure was only apparent to us as a gesture of goodwill and without recognition of a legal obligation.
§ 6 Notice and due diligence
(1) If we have informed the supplier about the intended use of the deliveries or services or if the intended use is recognizable to the supplier even without express notice, the supplier must inform us immediately if the deliveries or services are clearly unsuitable for the supplier known purpose to serve.
(2) The supplier must immediately notify us in writing of any changes in the composition of the structural designs or the processed material compared to similar deliveries or services previously provided to the customer. The changes may only be used as a basis for further execution of the order with our written consent.
(3) The supplier is responsible for ensuring that his deliveries and services comply with environmental protection regulations, those relating to accident prevention and other occupational safety, as well as other legal requirements and technical standards.
(4) The supplier must inform us immediately of any product-specific, not generally known requirements for handling the delivery or disposal.
§ 7 Fire protection, environmental protection, occupational safety
(1) Should the supplier carry out work or deliveries within the scope of the contractual relationship within one of the customer’s operating facilities, he must strictly comply with or be obliged to comply with the internal regulations applicable to the respective operating site (in particular safety, environment, fire protection and hygiene regulations) ensure that they are strictly adhered to by its employees and subcontractors. The customer does not bear the risk for the property of the supplier or his workforce brought into the customer’s plant.
(2) The supplier must request these regulations in advance from the respective operating site and instruct and train his employees accordingly.
(3) The supplier is liable for any culpable violation of these internal regulations by its employees / employees and subcontractors. The supplier acknowledges that the currently valid version of the regulations is available for inspection in every operating facility.
§ 8 spare parts
(1) The supplier is obliged to keep spare parts for the products delivered to us for a period of at least 5 years after delivery.
(2) If the supplier intends to discontinue the production of spare parts for the products delivered to us, he will inform us of this immediately after the decision to discontinue. This decision must – subject to paragraph 1 – be made at least 6 months before production is discontinued.
§ 9 Reservation of Title – Provision – Tools
(1) If we provide parts to the supplier, we reserve title to them. Processing or transformation by the supplier is carried out for us. If our reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing.
(2) If the item provided by us is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) 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 is agreed that the supplier shall transfer proportional co-ownership to us; the supplier shall keep the sole or co-ownership for us.
(3) We reserve title to tools; the supplier is also obliged to use the tools exclusively for the production of the goods we have ordered. The supplier is obliged to insure the tools belonging to us at replacement value at his own expense against fire, water and theft. At the same time, the supplier hereby assigns to us all claims for compensation from this insurance; We accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work as well as all maintenance and repair work on our tools in good time at his own expense. He has to notify us immediately of any malfunctions; if he culpably fails to do so, claims for damages remain unaffected.
(4) The material is to be subjected to a quantity, dimension and quality control by the contractor upon receipt. Quantities or dimensional deviations or other defects are to be reported to the client immediately; the client decides on the measures to be taken within a reasonable period of time. The same applies to defects that show up later, e.g. during the manufacture of the parts. The contractor may only rework poorly manufactured material and poorly processed material with the prior written consent of the customer. Without prejudice to any further rights or claims of the customer, the contractor is liable for the loss of the material that becomes scrap through the fault of the contractor, as well as for all damage incurred by the customer in this context.
(5) The client and his agents are entitled to inspect the material at any time. For this purpose, the contractor grants the client unrestricted access to the workshops and production facilities and to all material.
§ 10 Product Liability
(1) The supplier is responsible for all claims asserted by third parties due to personal injury or property damage that can be traced back to a defective product delivered by him and is obliged to indemnify us from any liability resulting therefrom.
§ 11 Property Rights
(1) The supplier guarantees that no property rights of third parties are infringed in connection with his delivery in countries of the European Union and other countries in which he manufactures the products or has them manufactured.
(2) The supplier is obliged to exempt us from all claims made by third parties against us due to the infringement of industrial property rights mentioned in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim exists regardless of any fault on the part of the supplier.
§ 12 confidentiality
(1) We reserve ownership and copyrights to cost estimates, drawings and other documents; they must not be made accessible to third parties. This applies in particular to such written documents that are designated as “confidential”; Before passing them on to third parties, the customer requires our express written consent. We undertake to make plans designated as confidential by the supplier available to third parties only with the supplier’s consent. The supplier undertakes to treat commercial or technical information that is not generally known about our company, which he becomes aware of through the business relationship, confidentially and to use it exclusively in the context of the execution of the contract. Employees and subcontractors are to be obliged accordingly.
(2) The supplier may only use our company or our equipment marks, which are subject to industrial property rights, with our written consent when specifying references or other publications serving to present their own company.
§ 13 data protection
If there is no separate confidentiality agreement, the following rules apply:
(1) The supplier undertakes to comply with the relevant data protection regulations, in particular the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG-new), when providing the contractual service as the person responsible or processor. Without prejudice to the further regulations in this section 15, he is responsible for the lawful handling of the personal data that we provide to him for the provision of the contractual services. The supplier is also responsible for compliance with the formal data protection regulations (e.g. naming a data protection officer, carrying out a data protection impact assessment, keeping processing records).
(2) The supplier undertakes to process the personal data provided by us exclusively in a lawful and transparent manner, in good faith and exclusively for the provision of contractual services. Any further use of the data, in particular for the supplier’s own purposes or for the purposes of third parties, is not permitted. Furthermore, the supplier will limit the processing of the content and time to the absolutely necessary and ensure the correctness of the data and its integrity and confidentiality.
(3) The supplier undertakes to maintain the confidentiality, availability, integrity and authenticity of the personal data provided by us to take technical and organizational measures to the extent provided for by the relevant data protection regulations. This obligation also includes measures to ensure data protection through technology (privacy by design) and data protection-friendly default settings (privacy by default).
(4) To provide the contractual services, the supplier undertakes to only employ employees who have taken appropriate measures to familiarize them with the statutory provisions on data protection and the special data protection requirements of our orders and assignments and, insofar as they are not already subject to appropriate statutory confidentiality obligations, have been comprehensively committed to confidentiality (previously data secrecy) in writing.
(5) If the processing of personal data takes place as order processing, the parties conclude a contract for order processing in accordance with the statutory provisions of Art. 28 GDPR.
§ 14 place of jurisdiction; applicable law
(1) The place of jurisdiction for both parties is the local court or regional court in Brakel responsible at the customer’s registered office. We are also entitled to choose the general place of jurisdiction of the service provider.
(2) In addition to the contractual provisions, only the law of the Federal Republic of Germany applicable to legal relationships between domestic parties shall apply, excluding the UN Sales Convention (CISG of April 11, 1980).
§ 15 Force Majeure
(1) Cases of force majeure release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. The contractual partners are obliged to provide the necessary information immediately within the framework of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
(2) In cases of force majeure and events beyond our control, we are also entitled – without prejudice to our other rights – to withdraw from the contract in whole or in part, insofar as these events are not of insignificant duration and our needs change because of the other necessary Procurement is significantly reduced or our interest in delivery is completely eliminated as a result.
(3) An event of force majeure on the part of the supplier cannot be due to a lack of personnel, production materials or resources, a strike, breach of contract on the part of third parties commissioned by the supplier or financial problems of the supplier, nor in the inability to obtain the necessary licenses for the to provide the delivering software or the necessary legal or regulatory approvals or authorizations for the goods or services to be delivered.
§ 16 Compliance
(1) The supplier undertakes to comply with the respective legal regulations for dealing with employees, environmental protection and occupational safety and to work to reduce adverse effects on people and the environment in its activities. To this end, the supplier will set up and further develop a management system in accordance with ISO 14001 as far as possible. The supplier will also observe the principles of the UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination in recruitment and employment, responsibility for the environment and the prevention of corruption.
(2) The supplier undertakes to always comply with the minimum wage requirements (in accordance with MiLoG and / or a generally binding collective bargaining agreement) and to grant (at least) the applicable minimum wage to all employees involved in the business relationship.
(3) Upon request, the supplier shall provide evidence of compliance with the applicable provisions or the payment of the minimum wage.
(4) The supplier releases us from all claims in connection with minimum wage demands; this also applies to any fines. He also undertakes to inform us immediately if there is any suspicion that he or one of his subcontractors is violating statutory minimum wage requirements.
(5) In the event that a supplier repeatedly behaves illegally and / or in spite of a corresponding notification and does not prove that the violation of the law has been cured as far as possible and that appropriate precautions have been taken to avoid violations of the law in the future, we reserve the right to withdraw from existing contracts or to terminate them without notice.
(6) The supplier is obliged to ensure that his deliveries comply with the provisions of Regulation (EC) No. 1907/2006 on the registration, evaluation, approval and restriction of chemical substances (“REACH Regulation”). In particular, the supplier is responsible for ensuring that the substances contained in the products it supplies have been registered, insofar as required under the provisions of the REACH regulation, and that the safety data sheets corresponding to the provisions of the REACH regulation or the according to Art. 32 REACH Regulation required information must be provided. If the supplier delivers products within the meaning of Article 3 of the REACH Regulation, he is also responsible for ensuring that he fulfills his obligation to pass on sufficient information in accordance with Article 33 of the REACH Regulation.
(7) The supplier must ensure that the goods to be delivered by him fully comply with the requirements of Directive 2011/65 / EU (“RoHS”) in the currently applicable version.
(8) The law governing the placing on the market, taking back and environmentally compatible disposal of electrical and electronic equipment (Electrical and Electronic Equipment Act – ElektroG) applies in the currently valid version.
(9) If compliance § 15 cannot be met, this must be communicated in writing.
§ 17 long-term supplier declaration
(1) Goods with a preferred origin from EU countries: For all goods delivered to the SRG Elektronik GmbH locations in Germany, the supplier will, upon request from SRG Elektronik GmbH, issue a long-term supplier declaration for goods with a preferred origin in accordance with Regulation (EC) No. 1207 / Exhibit 2001. In the long-term supplier declaration, the supplier will list his SRG Elektronik GmbH business partner number, the SRG Elektronik GmbH part number of the goods and the respectively valid part codes of the goods. The supplier will immediately notify SRG Elektronik GmbH of a change in the origin of the goods by sending a new long-term supplier declaration. Only goods whose origins have changed should be listed here. Upon request, the supplier must provide evidence of his information on the origin of the goods with an information sheet confirmed by customs.
(2) Goods without a preference of origin from EU countries: If the supplier delivers goods to SRG Elektronik GmbH that do not have a preference of origin in accordance with Regulation (EC) No. 1207/2001, the supplier becomes SRG Elektronik for every delivery that contains such goods GmbH issue an officially certified certificate of origin and send it to SRG Elektronik GmbH immediately after the goods have been dispatched, stating the SRG Elektronik GmbH business partner number and the invoice number of the delivery in question. For German suppliers there is an alternative option to create a “(long-term) IHK declaration for non-preferential origin in accordance with VO (EG) No. 2913/92 (customs code) and 2454/93 (customs code DVO)” and from the locally responsible industry and To be certified by the Chamber of Commerce.
(3) Goods from non-EU countries: If the supplier delivers goods from non-EU countries to SRG Elektronik GmbH, the supplier will either issue a customs clearance certificate “EUR.1” or “A. TR. “Or a” declaration of origin on the invoice “(goods worth over EUR 6,000 only valid with a customs authorization number) or an officially certified certificate of origin” Form A “or an officially certified” certificate of origin “, as is customary in the country of dispatch and SRG Elektronik GmbH handed over the goods.
§ 18 Severability Clause
Should any provision of this contract be or become ineffective, this shall not affect the legal validity of the remaining provisions. If a provision in the individual contractual part is ineffective, the contracting parties undertake to replace the ineffective provision with an effective one, the purpose of which comes as close as possible to that of the omitted provision. The same applies if there is a loophole in the contract.