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General Terms and Conditions of Purchase for MVO GmbH Metallverarbeitung Ostalb
1. Scope of Application
(1) These Terms and Conditions of Purchase (hereinafter referred to as "Conditions“) shall apply exclusively for our orders from all suppliers. General Terms and Conditions of Business of the Supplier which are either contrary and/or supplementary to these conditions shall not apply within the scope of our business relationship. This provision applies even in cases where we do not expressly reject or contradict such conditions or where we comply with our contractual obligations without expressing any reservations in this respect.
(2) All contractual terms and conditions are contained in the document, of which these regulations are an integral part. There are no supplements to these conditions.
2. Orders
(1) The supplier is not entitled to assign rights or claims ensuing from this contract to third parties without the prior agreement of MVO GmbH.
(2) Similarly, the Supplier may only arrange for the order or essential parts thereof to be fulfilled by a third party if we have already given our prior agreement to such an arrangement.
(3) Offers are to be submitted free of charge and without any obligation for MVO GmbH.
3. Deliveries
(1) The delivery dates indicated in the order are of a binding nature. All deliveries are to be made “Delivered Duty Paid“ (DDP) to the premises of MVO GmbH in accordance with the INCOTERMS 2000. The address for deliveries is as follows:
MVO GmbH Metallverarbeitung Ostalb, Nikolaus-Otto-Str. 1, 73529 Schwäbisch Gmünd
Deliveries of material by lorry Mondays to Fridays in the period between 6 - 14 h
(2) An advice of delivery in duplicate form is to be sent to us by separate post on the date when the goods are sent out. The order number, request number, the accepting department as well as any other details requested in the order are to be indicated on the delivery notes, bills of lading and packaging labels. The goods to be delivered are to be correctly packed and labelled in compliance with our dispatch regulations.
(3) The supplier is not entitled to deliver early unless he has received prior written agreement to do so from MVO GmbH. The Supplier is to inform us immediately by telefax or e-mail of any known or expected delay in the fulfilment of his delivery obligations as follows:
a) the expected duration of the delay,
b) the reason for the delay and
c) what measures are being undertaken to overcome the delay.
In the case of a delay in delivery we are entitled to all statutory claims. After expiry of a two (2) week period of grace, we shall be entitled to rescind the contract and demand compensation for damages rather than fulfilment of the contract.
4. Prices
The prices agreed in the order are binding.
5. Terms of Payment
(1) The Supplier is obliged to issue an invoice in duplicate for every order. The invoice is to include an indication of the order number and to fulfil the currently valid statutory conditions.
Invoices which are issued without a reference to the order number and do not comply with the currently valid statutory conditions shall be considered as not having been issued.
(2) We settle invoices within thirty (30) days net following receipt of the invoice. Discounts are subject to separate agreement.
(3) MVO GmbH is entitled to offset with any claim which exists against the Supplier against his claims or enforce a right of retention pertaining to this.
(4) Settlement of the invoice does not imply the waiving of guarantee rights in relation to the goods supplied and does not exclude a delayed notification of defects in this connection.
(5) In the case of all outstanding debts owed to us by the Supplier, we shall be entitled to offset against all outstanding debts, irrespective of the relevant legal foundation of such debts, which are owed to the Supplier by companies in which Georgsmarienhütte Holding GmbH is directly or indirectly involved with a majority share.
(6) The present circle of businesses in which Georgsmarienhütte Holding GmbH is directly or indirectly involved with a majority share may be viewed on the internet under www.georgsmarienhuette-holding.de. On request, the Supplier will be given information about the circle of businesses at any time.
6. Ownership
We do not recognise any overall reservation or extended reservation of title. An ordinary reservation of title is only recognised by us in so far as it permits us to sell, process or blend the goods supplied within the scope of normal business activities.
7. Guarantee
(1) The Supplier guarantees that the goods supplied correspond to the agreed specifications of the order, consist of the agreed material, are free of defects relating to material, production or construction according to the technological state-of-the-art at the point in time of the order as well as of faults which prevent or restrict their use for the usual or contractually agreed purpose or destroy or reduce the value of the goods delivered and correspond to all statutory and official approvals.
(2) In the case of a delivery of goods which are not impeccable, we reserve the right to enforce all rights due to us in accordance with German law. In such a case the Supplier is either, at our discretion, to eliminate the defect from the delivered goods or to supply impeccable goods by way of replacement.
(3) The guarantee period consists of 24 months as from delivery of the goods. In the case of spare parts supplied in the context of eliminating a defect, the guarantee shall re-commence at the time when the spare parts are handed over.
8. Quality Assurance
The Supplier recognises the quality assurance regulations of MVO GmbH in the currently valid edition.
9. Governmental and Statutory Regulations
Services and products to be delivered must comply with the currently valid governmental and statutory regulations of the Federal Republic of Germany and the European Union, as for example the REACH directive.
10. Place of Fulfilment, Jurisdiction
(1) Place of fulfilment for all performances is Schwäbisch Gmünd, Federal Republic of Germany.
(2) This contract is subject to the law of the Federal Republic of Germany. The International Commercial Terms included in this contract are to be construed according to the International Rules for the Interpretation of Trade Terms (Incoterms) and their supplements in the version valid at the time of the delivery.
(3) Exclusive place of jurisdiction for all disputes ensuing from this contract or in connection with it is Schwäbisch Gmünd. Irrespective of this jurisdiction agreement, we can also instigate legal proceedings against the Supplier at any other court which is competent according to applicable law.
Valid: 01/2010