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General Terms and Conditions of Purchase

General Terms and Conditions of Purchase of AGRODUR Grosalski GmbH & Co. KG and AGRODUR Kunststofftechnik GmbH

1. Scope of Application

  1. These General Terms and Conditions of Purchase apply to entrepreneurs, legal entities under public law, and special funds under public law.
  2. Orders placed by AGRODUR Grosalski GmbH & Co. KG and AGRODUR Kunststofftechnik GmbH (hereinafter simply referred to as: AGRODUR) are made exclusively on the basis of the following terms and conditions of purchase. General terms and conditions of the supplier shall only apply insofar as AGRODUR has expressly agreed to them in writing.
  3. These terms and conditions of purchase also apply to all future orders and contractual relationships between the supplier and AGRODUR in the event that a framework supply agreement exists between the supplier and AGRODUR.

2. Offers

Offers, cost estimates, visits, consultations, plans, etc. provided by the supplier are always free of charge and non-binding for AGRODUR, even if they were made or submitted at AGRODUR’s request.

3. Orders

Unless the supplier objects to AGRODUR’s order within 3 working days of receipt of the order, the order shall be deemed to have been accepted by the supplier.

4. Prices

The prices are quoted “free receiving point” in EUR, including packaging, freight, tolls, postage, insurance, customs duties, and other charges, and excluding taxes, in particular value-added tax (VAT).

5. Terms of Payment

As a matter of principle, in contracts concluded with AGRODUR, a 3% discount applies if payment is made within 30 days of receipt of the invoice by AGRODUR. For payment within 60 days, the stated net amount is payable. Deviating payment terms shall arise from the specific contract concluded between the parties.

6. Prohibition of Assignment

The supplier may only assign claims arising from this contract with the prior written consent of AGRODUR.

7. Prohibition of Set-off

The supplier may only set off claims against legally established or undisputed counterclaims. A right of retention or a right to refuse performance on the part of the supplier also only exists within these limits.

8. Delivery and Passing of Risk

  1. The goods are to be dispatched by the supplier to the place of delivery agreed upon between the parties. The supplier is responsible for the formalities of any possible import and the transport (Incoterm 2020 “Delivered Duty Paid” – DDP).
  2. The delivery period agreed upon between the parties in the contract applies to each respective order.
  3. Partial deliveries are only permitted by special agreement.
  4. If the supplier can foresee that the goods cannot be delivered within the agreed delivery period, the supplier shall immediately inform AGRODUR thereof in writing or in text form, state the reasons for this, and, if possible, specify the expected new delivery date. AGRODUR’s claims due to default in delivery by the supplier remain unaffected by this, unless the default in delivery occurs due to force majeure.
  5. In the event of culpable default in delivery by the supplier, AGRODUR is entitled to demand a contractual penalty in the amount of 0.3% of the net order value of the respective delivery per completed working day, but not exceeding a maximum of 5% of the net order value. AGRODUR is entitled to reserve the right to assert the contractual penalty until payment for the goods concerned has been made. Further claims by AGRODUR due to default in delivery by the supplier remain unaffected.

9. Warranty for Material Defects

  1. The goods must meet the specifications agreed upon between the parties, but at least the mandatory statutory requirements and the generally recognized rules of technology. anerkannten Regeln der Technik erfüllen.
  2. In the case of a delivery, the supplier shall comply with the respectively applicable statutory regulations of the European Union and the Federal Republic of Germany. This applies, for example—where relevant—to the REACH Regulation (Regulation EC No. 1907/2006), the Electrical and Electronic Equipment Act (ElektroG), the Electrical and Electronic Equipment Substance Ordinance (ElektroStoffV), and the End-of-Life Vehicles Ordinance (AltfahrzeugV) as the German implementation of the EU Directives 2011/65/EU (RoHS 2), 2012/19/EU (WEEE Directive), and the EU Directive 2000/53/EC. The supplier will inform AGRODUR immediately about relevant changes to the goods, their deliverability, usability, or quality caused by legal regulations, in particular the REACH Regulation, and will coordinate suitable measures with AGRODUR in individual cases. The same applies as soon as and insofar as the supplier realizes that such a change will occur.
  3. The supplier assumes unrestricted liability for the procurement of the deliveries and the preliminary deliveries required for this—even without fault (full assumption of the procurement risk).
  4. In the event of a defect, AGRODUR is entitled to the statutory warranty rights. The supplier bears the costs incurred due to the delivery of defective goods.
  5. Even in the event of an insignificant deviation from the agreed quality or an insignificant impairment of usability, AGRODUR is entitled to withdraw from the contract and claim damages instead of the (entire) performance.
  6. Immediately upon receipt of products, AGRODUR will check whether they correspond to the ordered quantity and type and whether there are externally recognizable transport damages or externally recognizable defects. AGRODUR is not subject to any further obligations to inspect.

10. Liability of the Supplier

  1. In the event that AGRODUR is subject to a claim under the Product Liability Act or other strict liability (verschuldensunabhängige Haftung), the supplier is obliged to indemnify AGRODUR against such claims upon AGRODUR’s request if the damage was caused by the supplier. This applies accordingly in a reasonable proportion in the event of contributory causation.
  2. In such a case, the supplier assumes all expenses and costs incurred by AGRODUR and AGRODUR’s customers. This includes the costs of any legal action or recall campaign. In all other respects, the statutory provisions shall apply.
  3. The supplier is obliged to maintain product liability insurance, including coverage for the risk of recall costs.
  4. Furthermore, AGRODUR is entitled to claim compensation from the supplier for any damage asserted against AGRODUR for which the supplier is responsible. The supplier must then indemnify AGRODUR with regard to its warranty and compensation claims upon AGRODUR’s request.

11. Confidentiality

  1. The supplier undertakes to maintain confidentiality with regard to all commercial documents, financial and technical data, in particular samples or models (information), which become known during the term of the contract. AGRODUR undertakes to maintain confidentiality to the exact same extent. The obligation begins upon first knowledge and continues for 36 months after the end of the business relationship. The obligation does not apply if the information is publicly known or generally accessible, or if it can be proven that it was already known to the third party. Furthermore, it does not apply if a party was obliged to disclose the information due to legal provisions or by virtue of an official administrative act.
  2. Separate non-disclosure agreements already concluded with suppliers or non-disclosure clauses already concluded in the contracts between the parties remain unaffected.
  3. The provisions of the German Act on the Protection of Trade Secrets (GeschGehG) remain unaffected.

12. Drawings and Descriptions of AGRODUR

  1. Drawings and descriptions of AGRODUR’s customer provided, produced, and/or handed over to the supplier by AGRODUR remain the inalienable material and intellectual property of AGRODUR or AGRODUR’s customer, which must be returned unsolicited after completion of the order.
  2. The supplier will transfer ownership to AGRODUR of the drawings, data, and descriptions created in connection with the processing of the order once they have been paid for in full.

13. Proofs of Origin, Proofs under VAT Law, and Export Restrictions

  1. The supplier will promptly provide proofs of origin requested by AGRODUR, complete with all necessary information and duly signed.
  2. The supplier must inform AGRODUR immediately and unsolicitedly in writing if the information in the proofs of origin for the delivered goods no longer applies.
  3. The same applies to proofs under VAT law for foreign deliveries and deliveries within the European Single Market.
  4. The supplier will inform AGRODUR immediately in writing or text form if a delivery is subject wholly or in part to export restrictions under German or any other law.

14. Place of Performance, Place of Jurisdiction, and Applicable Law

  1. For all rights and obligations arising from the contract, the registered office of the purchaser (AGRODUR Grosalski GmbH & Co. KG or AGRODUR Kunststofftechnik GmbH) is the place of performance for both contracting parties.
  2. The place of jurisdiction for all legal disputes arising from this contractual relationship is the registered office of AGRODUR Grosalski GmbH & Co. KG. AGRODUR is also entitled to sue at the supplier’s registered office.
  3. German law applies to the contractual relationship, excluding the conflict of law rules of private international law and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  4. The authentic language of the contract is German.

15. Final Provisions

  1. The contracting parties will promptly confirm oral agreements in detail in writing.
  2. Should individual parts of these Terms and Conditions of Purchase be or become invalid, the validity and enforceability of the remaining provisions will not be affected thereby. The supplier undertakes to agree jointly with AGRODUR on a replacement provision that is valid, enforceable, and suitable for the purpose of the order and the protection of mutual interests. Section 139 of the German Civil Code (BGB) does not apply.