1. Scope and Application
1.1
Unless otherwise agreed in writing, these General Purchasing Conditions (GPC) exclusively govern the contractual relationship between us (Saferoad Traffic GmbH, Kasteler Straße 11, Geb. H 21, 66620 Nonnweiler) and our suppliers.
1.2
Deviating, conflicting or supplementary terms and conditions shall not apply, even if we do not expressly reject them or accept purchased goods without objection.
1.3
You must make any legally relevant declarations and notifications regarding the contract (e.g. setting of deadlines, reminders, termination) in writing. Written form in these GPC includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in case of doubt about the declaring party’s authorization, remain unaffected.
2. Orders
2.1
Our orders and any changes or additions thereto are binding only if issued in writing. You must notify us of obvious errors (e.g. typing and calculation mistakes) in and incompleteness of the order, including the order documentation, to allow for correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.
2.2
You are obligated to confirm our order in writing (e-mail suffices) within one (1) week, otherwise we are entitled to cancel our order free of charge.
3. Delivery and Delay
3.1
Agreed deadlines for deliveries and services are binding. If delays are expected or occur, you must notify us immediately in writing.
3.2
Each delivery must be accompanied by a delivery note stating the date (issue and dispatch), our order number and the content description by type and quantity. If the delivery note is missing or incomplete, we are not liable for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to us separately from the delivery note.
3.3
Delivery call-offs are binding regarding the type and quantity of the called-off goods and the delivery time. Partial deliveries require our consent.
3.4
If you fail to deliver or perform, or fail to do so within the agreed time, we are entitled to all statutory right and remedies, in particular but not limited to rescission and compensation.
3.5
If you are in delay, we are – in addition to further statutory claims – entitled to demand liquidated damages in the amount of 1% of the net price per completed calendar week, up to a total of 5% of the net price of the delayed goods. We reserve the right to prove that higher damages have been incurred. You retain the right to prove that no losses at all or significantly lower losses have been incurred.
4. Prices
4.1
The prices are fixed prices. All prices include statutory value added tax, unless VAT is shown separately.
4.2
The prices include all ancillary services (e.g. assembly, installation) as well as all ancillary costs (proper packaging, transport costs as well as any transport and liability insurance) in connection with the deliveries and services you are to provide.
5. Subcontracting
5.1
You may only subcontract with our consent, except where merely concerning the supply of marketable parts.
6. Invoices, Payments
6.1
Invoices must be submitted to us in duplicate; they must state our order number.
6.2
Your claim for payment of the agreed price becomes due 45 calendar days after complete delivery and performance and receipt of a proper invoice. The date of payment shall be the date on which our bank has received the transfer order or on which the cheque has been sent; we are not liable for delays caused by the banks involved in the payment process. If we make the payment within 14 calendar days, you grant us a 2% early payment discount on the net invoice amount. The statutory provisions apply in case of delayed payment.
6.3
We are fully entitled to the statutory rights of set-off, retention and the defence of non-performance of the contract. In particular, we are entitled to withhold due payments while we have open claims against you arising from incomplete or defective services.
6.4
Payments do not constitute approval of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, we are entitled, without prejudice to our other rights, to withhold payment on claims arising from the business relationship to a reasonable extent until proper performance without compensation.
6.5
The assignment of your claims against us to third parties is excluded.
6.6
You are only entitled to set-off or retention on the basis of legally established or undisputed counterclaims.
7. Health, Safety, Environment
7.1
Your deliveries and services must comply with the statutory provisions, in particular the regulations on safety and environmental protection, including the Hazardous Substances Ordinance (Verordnung zum Schutz vor gefährlichen Stoffen, GefStoffV), the provisions of the Electrical and Electronic Equipment Act (Elektrogesetz, ElektroG) and the safety recommendations of the responsible German professional bodies or professional associations, e.g. VDE, VDI, DIN. Relevant certifications, test certificates and verifications must be supplied free of charge.
7.2
No ozone-depleting substances, e.g. CFC / CFC, carbon tetrachloride, 1.1.1 trichloroethane, may be used in the manufacture of the goods and packaging supplied to us.
7.3
You are solely responsible for compliance with accident prevention regulations when delivering and providing services. Any necessary protective equipment and any instructions from the manufacturer must be supplied free of charge.
8. Compliance, Import and Export, Customs
8.1
You are obligated to comply with the national and international laws and regulations that are relevant for the respective contract performance. This particularly applies to antitrust law, EU and US export control regulations, German foreign trade law and other export control and customs regulations.
8.2
If applicable export control laws and regulations or official orders prevent acceptance of your services and acceptance does not appear feasible in the foreseeable future, we are entitled to refuse acceptance of the affected service and to withdraw from the contract.
9. Place of Performance, Risk, Retention of Title, Advertising
9.1
Unless otherwise agreed, the place of performance shall be the delivery address specified in the respective order.
9.2
Irrespective of the agreed pricing, the risk of loss shall transfer to us upon handover or acceptance at the place of performance. Commissioning or utilisation shall never constitute acceptance on our part, which shall always require our express declaration.
9.3
Ownership of the delivered goods shall pass to us, unrestricted and unencumbered, at the latest upon payment. However, we do accept a simple retention of title if so provided in your general terms and conditions.
9.4
Material provided by us remains our property and must be stored by you free of charge and with the care of a prudent businessman, separately from your other items and labelled as our property. It may only be used for the performance of our order. You must compensate us for any damage to the provided material or loss of the material.
9.5
If you process or transform (Verarbeitung), inseparably intermix or mingle (Vermischung), or combine (Verbindung) the provided material, this is done on our behalf. We shall acquire direct ownership of the resulting new items. If the provided material constitutes only a part of the new items, we are entitled to co-ownership of the new items, with a share corresponding to the value of the provided material contained therein.
9.6
You are not authorised to advertise the business relationship with us without our express written consent.
10. Defects, Warranty
10.1
Our rights in case of material defects and defects of title of the goods (including incorrect and incomplete delivery as well as improper assembly/installation or incorrect instructions) and other default on your party are subject to the statutory provisions.
10.2
In accordance with the statutory provisions, you warrant that the goods are of the agreed quality at the time the risk transfers to us. Product descriptions are deemed as part of the agreements on the quality of the items at least if they have been incorporated in the respective contract, in particular through designation or reference in our order or have been incorporated in the contract in the same way as these GPC, irrespective of whether the product description originates from us, from you or from the manufacturer.
10.3
Regarding the commercial obligation to promptly inspect the goods and notify the seller of apparent defects, the statutory provisions apply with the following standards: We shall only inspect incoming goods with regard to externally visible damage and externally recognisable deviations in identity and quantity. We shall give notice of such defects within 10 days. We are entitled to perform out a more extensive incoming goods inspection at our sole discretion. Subsequently, we shall give notice of defects within 10 days after they have been discovered in the ordinary course of business. Notwithstanding our duty to inspect, our notification shall in any case be deemed as prompt and timely if it is sent within 10 working days after discovery or, in the case of obvious defects, after delivery.
10.4
If we return defective goods to you, we are entitled to charge back the invoice amount plus a lump sum of 5% of the price of the defective goods as compensation for our expenses. We reserve the right to prove higher expenses. You retain the right to prove lower or no expenses.
10.5
The warranty period is determined by the statutory provisions. The warranty period shall be suspended for the period beginning with the dispatch of our defect notification and ending with our acceptance of the defect-free delivery or service. For a repaired, replaced or reperformed part of the delivery or service, the warranty period shall recommence upon acceptance of the defect-free delivery or service.
11. Liability
11.1
You are liable without limitation according to the statutory provisions.
11.2
You shall indemnify us on first demand against all claims brought against us by third parties – on whatever legal grounds – due to a material defect, defect of title or any other defect in a product supplied by you, and shall reimburse us for our resulting necessary legal costs.
12. Documentation, Tools, Production Equipment
12.1
Any items we provide, such as technical documentation, tools, works standard sheets, production equipment, shall remain our property; all copyrights remain with us. These items must be returned to us unprompted, including any duplicates, immediately after completion of the order; you are not entitled to assert a right of retention thereto. You may only use such items for the execution of the order and must not make them available or otherwise accessible to third parties without our authorisation. Copying or duplicating such items is only permitted to the extent necessary for the performance of the order.
12.2
If you produce any of the items specified in the first sentence of Section 12.1 partially or entirely on our behalf and at our cost, Section 12.1 shall apply accordingly; upon production, we shall acquire (co-)ownership in accordance with our share of the production costs. You shall store such items on our behalf free of charge; we are entitled to acquire your rights to the item at any time against reimbursement of any non-amortised expenses, and claim surrender of the item.
13. Confidentiality
13.1
You are obligated to treat information you receive from us in connection with the order as confidential and not to disclose it to third parties, unless you can prove to us that this information was already known to you, or was subsequently made available to you by an authorised third party without an obligation of confidentiality, or that it was publicly available or subsequently became so without your default.
13.2
Any manufacture for third parties, display of products specifically manufactured for us, in particular according to our plans, drawings or other specification, publications concerning the orders and services or any reference thereto vis-à-vis third parties require our prior written consent.
14. Supplier Code of Conduct
14.1 We are committed to integrity and fairness in all our business practices and dealings with our suppliers, society and the environment. Accordingly, we have issued a Supplier Code of Conduct. The provisions of our Supplier Code of Conduct are binding on you and an integral part of the business relationship with us. You can view the current version here.
14.2 We also ask you to pass on the standards of the Supplier Code of Conduct to your business partners, to obligate them to compliance thereto, and to regularly verify compliance with these obligations.
14.3 We reserve the right to verify compliance with the provisions of the Supplier Code of Conduct after prior notice and in compliance with applicable law by appropriate means while maintaining confidentiality. We expect you to support us in clarifying the circumstances in the event of a suspected violation of the Supplier Code of Conduct.
15. Final Provisions
15.1
If you are a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch, HGB), a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office in Montabaur of the Saferoad RRS GmbH company using these GPC. However, we are in any case also entitled to bring an action at the place of performance of the delivery obligation according to these GPC, according to or a prior individual agreement, or at your general place of jurisdiction.
15.2
In case of cross-border deliveries, Montabaur shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship (Art. 25 Regulation (EU) 1215/2012). However, we reserve the right to sue you at your general place of jurisdiction or to invoke any other court that has jurisdiction on the basis of Regulation (EU) 1215/2012.
15.3
These GPC and the contractual relationship between us and you shall be governed by the law of the Federal Republic of Germany; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Saferoad Traffic GmbH
Kasteler Straße 11, Geb. H 21
66620 Nonnweiler
Stand: 2024-04
Version: 1.3