General Purchasing Conditions

1. Scope
1.1 These general purchasing conditions of wedi GmbH (Allgemeine Einkaufsbedingungen -hereafter referred to as ‘AEKB’) shall apply exclusively. They apply for all of our orders and order amendments, insofar as they are not amended or excluded with or express approval.

1.2 Contradictory or deviating provisions of our suppliers do not form part of the contract, even if wedi GmbH does not explicitly object to them. The acceptance of goods or services or payment therefor does not constitute acceptance of the supplier’s delivery terms.

1.3 The AEKB also apply for all future business relationships with the supplier, provided that they are similar, even if this has not been expressly agreed upon.

1.4 Any deviation from these AEKB contained in the supplier’s order confirmation shall be regarded as a rejection of the order. If delivery takes place, this shall constitute irrefutable acceptance of these AEKB.

2. Placing of Orders/Contract Amendments
2.1 Only orders made in writing shall be legally binding. The requirement for the written form is also satisfied in the case of electronic data communication or via data carriers or fax.

2.2 In the case of an informal conclusion of a transaction and/or verbal orders, the order made by wedi GmbH applies as a commercial letter of confirmation.

2.3 Should the supplier not accept the order within two weeks of receipt, wedi GmbH shall be authorised to revoke the order. Should the supplier accept the order with deviations, it is to indicate this clear. In this case, a contract shall only be regarded as concluded once wedi GmbH has agreed to these deviations in writing.

2.4 Delivery call-offs in the context of our order planning are binding if the supplier does not object within two working days of receipt of the delivery call-off.

2.5 Cost estimates are binding and not to be compensated unless otherwise expressly agreed.

2.6 wedi GmbH may also request changes to the delivery item following the conclusion of the contract provided that this is reasonable for the supplier. In the case of such an amendment to the contract, the effects on both sides, in particular with regard to additional costs, cost reduction, product quality or delivery times are to be observed appropriately.

2.7 Complete delivery includes the handover of installation instructions, operating manuals, maintenance instructions, assembly and installation instructions as well as other technical documentation.

2.8 Drawings, plans or other documents that belong to the offer remain the properly of wedi GmbH, who reserves all the copyrights to these documents.

2.9 Within the framework of EC Directive No. 881/2002 of 27 May 2002 as well as EC Council Directive No. 2580/2001 of 27 May 2001, wedi GmbH is obliged to continuously review recipients of goods and services. The negative result of the review is a prerequisite for the conclusion of all contracts that involve delivery and performance in connection with a flow of payment.

3. Confidentiality/Secrecy
3.1 The supplier is to treat the conclusion of the contract, its content and scope confidentially. wedi GmbH reserves ownership and copyright on all information and documents given to the supplier along with the order. The supplier commits to using all confidential information and documents received exclusively for the execution of the contract, in particular the manufacture of goods and services for wedi GmbH, and not to exploit it for its own or external purposes and not to publish or make it accessible to third parties, unless wedi GmbH gives its prior explicit approval to this in writing.

3.2 Documents within within the meaning of Section 3.1 are to be returned to wedi GmbH immediately if the supplier does not accept the order within the period stated in Section 2.3. If the order is accepted, the documents are to be returned to wedi GmbH unsolicited by the conclusion of the order at the latest.

3.3 Business communications may not be referred to in publications unless wedi GmbH provides their prior written consent to this.

3.4 The secrecy obligation remains in effect beyond the termination of the contractual relationship. The commitment ends five years following termination.

3.5 The supplier undertakes to return all data and documents to wedi GmbH following the termination of this contract or, if wedi GmbH so requests, to destroy them.

4. Delivery
4.1. Delivery is ‘free domicile’, duty paid, including packaging and transport insurance at the expense of the supplier.

4.2 The supplier bears the risk for the objects until the acceptance of goods by wedi GmbH or a representative of wedi GmbH at the location to which the goods are to be delivered in accordance with the contract.

4.3 Detailed accompanying documents are to be included with deliveries, which are to include the description of the goods, the part number, the order number, the quantity as well as the certificate of tests carried out by the supplier.

4.4 Agreed delivery times and deadlines are binding. The decisive criterion for judging compliance with the delivery deadline or delivery shall be the receipt of goods or the service by wedi GmbH at the place of receipt named by wedi GmbH in the order.

4.5 Delays in delivery are to be communicated immediately, along with information regarding the reasons for the delay and the anticipated duration.

4.6 In the case of a default of delivery, wedi GmbH is entitled to legal rights and claims. In particular, wedi GmbH may withdraw from the contract following the expiry of an appropriate grace period without effect and demand compensation for damages due to non-fulfilment or procure it from a third party.

4.7 Regardless of the legal rights and claims in the case of delivery default, wedi GmbH is entitled to demand a contractual penalty 0.5% of the order value at the start of each calendar week from the time of the delivery default, but up to a maximum of 5% of the total order value of the delivery.

4.8 Force majeure, work strikes, interruptions of operations for which we are not responsible, riots, official measures and other unavoidable events shall free wedi GmbH from their obligation for timely acceptance for the entirety of their duration. During such events as well as within two weeks following their conclusion, wedi GmbH is entitled – without prejudice to their other rights – to withdraw from the contract fully or in part, provide that these events are not of inconsiderable duration and wedi GmbH’s requirements are considerably reduced as the goods have to be procured elsewhere as a result thereof.

5. Prices and Payment Terms
5.1 The price indicated in the order is binding. The price is quoted net of statutory value added tax.

5.2 Payment is to be made either within thirty days following the amount being due and the invoice being received with a 3% deduction, or within 45 days net. Should the supplier have different more favourable payment conditions, these shall be regarded as having been agreed between the supplier and wedi GmbH. The payment shall fall due upon receive of a properly prepared invoice, which must include all order references and item numbers, as well as the complete delivery or provision of service.

5.3 Payment does not constitute recognition of the delivery or service as being in accordance with the contract; it is made subject to invoice verification.

5.4 In the case of defective delivery or service provision, including incorrect delivery or under-performance, wedi GmbH is entitled to retain an appropriate portion of payment.

5.5 The supplier is not entitled to assign demands from the contractual relationship to third parties without the prior written consent of wedi GmbH.

6. Complaints/Guarantees
6.1 The supplier guarantees that all the products that it has manufactured or delivered and all services provided correspond to the state of the art, the applicable legal provisions as well as provisions and guidelines of authorities, professional unions and professional associations, and are in their respectively valid current versions. Should, taking these circumstances under consideration, there be any concerns regarding the desired nature of execution, these are to be communicated immediately and in writing.

6.2 Acceptance takes place under the condition of an inspection of the goods resulting in them being free of defects, in particular with regard to accuracy and completeness, insofar and provided that this is feasible in accordance with the ordinary course of business. Defects will be reported by wedi GmbH immediately following their discovery. In this respect, the supplier therefore waives their right to make objections due to delayed notices of defects.

6.3 wedi GmbH is fully entitled to legal claims with regard to fault liability. wedi GmbH is entitled in all cases to request rectification of faults or replacement delivery from the supplier at the choice of wedi GmbH. In this case, all expenses for the rectification of defaults or replacement delivery are to be borne by the supplier. The right to compensation for damages, particularly the right to compensation instead of performance, remains expressly reserved.

6.4 Claims for defects – regardless of the legal basis – expire 36 months following successful delivery. Longer legal limitation periods remain unaffected.

6.5 Should the supplier not begin with the rectification of faults immediately once wedi GmbH has requested the rectification, wedi GmbH shall be entitled in urgent cases, in particular to prevent severe dangers or avoid more significant damage, to carry out this rectification at the expense of the supplier or to have it carried out by third parties.

7. Intellectual Property Rights of Third Parties
7.1 The supplier guarantees that the subject matter of the contract is not subject to the rights of third parties. The supplier releases from all claims in the case of a violation of the rights of third parties, provided that it is responsible for said violation.

7.2 wedi GmbH will inform the supplier of any claims made by third parties in this respect.

7.3 Should the recovery or use of the delivered item by wedi GmbH be affected by existing intellectual property rights of third parties, the supplier shall either acquire the corresponding authorisation at its own expense or to change or exchange the service in such a way that the recovery or use of the delivery does not infringe upon the intellectual property rights of third parties and that this corresponds to contractual agreements.

8. Product Liability
8.1 In the event of claims being asserted against wedi GmbH on the basis of product liability, the supplier is obliged to release wedi GmbH from such claims, provided that and insofar as the damage is caused by a defect in the subject of the contract delivered by the supplier. In cases of fault-based liability, this only applies if the suppliers is at fault.

8.2 In the cases laid out in Section 8.1, the supplier bears all costs and expenses, including the costs for any legal action or recall. In all other respects, the legal provisions apply.

8.3 The supplier is obliged to undertake product liability insurance with an appropriate coverage amount and to provide evidence of this on request.

9. Ban on Assignments, Set-Off, Right of Retention, Free-Issue Parts, Reservation of Title
9.1 The supplier is not entitled to transfer the order in whole or in part to third parties without the prior written consent of wedi GmbH.

9.2 The supplier is only permitted to set off in the case of undisputed or binding demands.

9.3 The supplier only has rights of retention when they are based on the legal relationship itself.

9.4 The supplier shall notify wedi Gmbh immediately of any transfer of this Contract and any change of its firm name which have become legally effective.

9.5 Should wedi GmbH make any of its own products, tools, transportation facilities or other items available, these shall remain the property of wedi GmbH. They may only be used in accordance with the provisions. They are to be marked specially by the supplier and stored and handled carefully and professionally. They may not be handed over to third parties. In the case of foreclosure measures, the supplier is to inform wedi GmbH immediately. The supplier shall do all possible to protect the items provided from damage.

9.6 Insofar as wedi GmbH provides the supplier with parts, processing or reworking by the supplier shall be carried out for wedi GmbH. Should these goods subject to the retention of title be processed with other items not belonging to wedi GmbH, wedi GmbH shall acquire joint ownership in the new items at the time of the processing in relation to the value of wedi GmbH’s items (purchase price plus VAT).

9.7 Should these items provided by wedi GmbH be inseparably mixed with other items not belonging to wedi GmbH, wedi GmbH shall acquire joint ownership in the other mixed items at the time of the processing in relation to the value of the goods subject to the retention of title (purchase price plus VAT). Should the items be mixed in such a way that the supplier’s items are to be viewed as the primary item, it shall be regarded as having been agreed that the supplier shall transfer proportional ownership to wedi GmbH; the supplier shall safeguard the exclusive title or share in title on behalf of wedi GmbH.

10. Early Contractual Termination, Suspension of Payment, Insolvency
10.1 Should the supplier suspend payments or if levy of execution is enforced against its assets and not suspended within a period of three weeks or if a temporary insolvency administrator is appointed or insolvency proceedings against its assets are initiated or its bills of exchange or cheques have been protested, wedi GmbH may withdraw from the contract in whole or in part with no notice period without thereby creating cause for any claims against wedi GmbH.

10.2 In the event of the contracted being terminated, the deliveries carried out to date will only be charged at the contractual prices provided that they can be used for their intended purpose. The damage caused to wedi GmbH is considered in the invoicing.

11. Applicable law and place of jurisdiction
11.1 The law of the Federal Republic of Germany shall apply for the parties. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The place of fulfilment for the delivery obligation is the place to which the goods are to be delivered or the service is to be provided in accordance with the contract.

11.2 In the event of any disputes, the place of jurisdiction shall be Steinfurt. Wedi GmbH is further entitled, at its discretion, to sue the supplier at the court of its registered offices or his branch office, or at the court of the place of performance.

12. Partial Invalidity
12.1 Should any provision of these AEKB be or become invalid, the validity of the remaining provisions shall not be affected thereby.

12.2 The invalid provision is to be replaced by a valid provision that comes most closely to the intended purpose of the invalid provision.