All dealings between Motec GmbH, Hadamar ("Motec") and the supplier - a business entity - regarding the purchase of moveable assets ("deliverables") and work or services ("services") are governed solely by these General Terms and Conditions of Purchase. These General Terms and Conditions of Purchase also apply to all future deliveries and services with the supplier. Should the supplier use conflicting, deviating or additional General Terms and Conditions, these do not apply, even if not expressly contradicted by Motec. If the supplier does not agree to these General Terms and Conditions, it must inform Motec immediately by way of a separate letter. In such cases, Motec reserves the right to withdraw the purchase order.
(1) The issued purchase order alone determines the scope and nature of the service. The supplier will issue Motec with a purchase order confirmation within two working days of receipt of the purchase order. Motec may revoke the purchase order if, within one week of receipt, the supplier has not accepted the order in writing or has carried out the order without reservation.
(2) Drawings, plans etc. handed over to the supplier in connection with the purchase order form part of the purchase order. If the purchase order or any accompanying drawings, plans etc. do not prescribe certain clearly defined materials or manufacturing processes, the supplier is fully liable for the selection of materials and the production process used.
(3) Before production begins and services are carried out, the supplier must notify Motec in writing of changes in the composition of materials processed or the constructive design compared with earlier similar services carried out for Motec. Likewise, a change of subcontractor must also be indicated in advance. Such changes require the prior written consent of Motec.
(4) Orders, requests, terminations, contract changes or supplements or other declarations must be in written or text form. Verbal or telephone orders, requests, terminations, contract changes or supplements or other declarations are only binding when confirmed by Motec in written or text form.
(5) The order number of Motec, including the clerk identifier, must be clearly visible on all confirmations, delivery notes, invoices and other correspondence.
(6) Motec has the right to control production of the deliverable and/or provision of services during normal business hours after announcing the visit in advance.
(1) The agreed delivery and services deadlines apply. These deadlines are understood as referring to the time of arrival at the place of performance. The place of performance for services is the headquarters of Motec unless otherwise agreed.
(2) The supplier will inform Motec in writing of any circumstances which could affect the timely delivery or service as well as the expected duration of the impairment immediately after these circumstances become apparent.
(3) Unless otherwise agreed in writing, the delivery is carried out carriage paid to the Motec delivery address specified.
(4) Partial deliveries and services before the agreed delivery or performance date are only permitted if Motec explicitly agrees to these. Agreed partial deliveries and services before the agreed delivery or performance date have no effect on agreed payment terms and deadlines.
(5) In case of delayed delivery, Motec is entitled to demand a contractual penalty of 0.5% of the net delivery value for each full week, however not more than 5% of the total net delivery value. Motec is entitled to claim a contractual penalty in addition to having the service(s) carried out. Any legal claims for damages are not settled by this penalty. Claims for damages cannot be waived even if a delayed delivery or service has been accepted.
(6) A reservation of title of the supplier will only form part of the contract if the retention of title expires with payment of the price agreed for the goods subject to this retention of title and if Motec is authorised to resell and further process the goods in the ordinary course of business. Any extended or enhanced retention of title of the supplier is excluded.
(1) The risk is transferred upon receipt of the delivery, carriage paid, unless otherwise agreed. In the case of deliveries with assembly or installation and in the case of services, risk transfers upon acceptance; in the case of deliveries without assembly or installation, risk transfers once the goods are received at the delivery address specified by Motec.
(2) The acceptance of work services, unless otherwise agreed, takes place at the delivery or performance address and requires certification to be issued by Motec in text form. An implied or fictitious acceptance is excluded.
(1) The agreed price is, unless otherwise agreed, a maximum price that includes packaging, delivery, insurance, other ancillary costs as well as taxes. Price reductions in the time between the order and invoice payment will be to the benefit of Motec.
(2) Unless otherwise agreed, payment of invoice amounts will be made within 14 days with a 3% discount or within 30 days net, as chosen by Motec. These time periods begin on the date the invoice is received by Motec, but not before the deliverables have been delivered or the services carried out. The unconditional payment of the invoice amount by Motec does not include recognition of the service of the supplier as being in accordance with the contract.
(3) Invoices must be sent electronically to the e-mail address firstname.lastname@example.org. Should this not be possible, a postal delivery is acceptable.
(4) Motec is entitled to the statutory right of setoff and retention.
(5) The right of the supplier to set off against claims that are disputed by Motec or not legally established is excluded.
(6) The supplier is only entitled to assert a right of retention insofar as the counterclaims are undisputed, legally binding or recognised by Motec. This does not apply insofar as the counterclaims are based on the same contractual relationship.
(1) The supplier will deliver the deliverables/carry out the services in a way that is free from material and legal defects and in accordance with the state of the art as well as the applicable safety regulations. Should the supplier have to deviate from the state of the art and the applicable safety regulations due to a specification from Motec, it must inform Motec of this immediately.
(2) The risk only transfers to Motec once the deliverable has arrived at the place of receipt and the delivery note has been countersigned or upon acceptance, insofar as this is required.
(3) Motec must examine deliverables received for potential errors or deviations in quality. Obvious defects must be reported within 14 days after receipt of delivery, hidden defects within 14 days of their discovery.
(4) Defect claims of Motec are based on statutory provisions.
(5) The acceptance and processing of goods which are defective or suspected to be defective does not preclude defect liability claims against the supplier if Motec informs the supplier in writing that Motec is initially forced to process these goods on a transitional basis to be able to meet its own delivery obligations to customers. If Motec incurs costs in this case due to increased assembly costs or repair or improvement work during processing, the supplier will replace these costs against proof.
(6) Defect claims of Motec for deliveries and services will expire by limitation in five years insofar as these are determined for installation in a building in accordance with their usual purpose; otherwise, they will expire in 36 months from the transfer of risk. For products repaired or redelivered within the limitation period, the limitation period starts again once the remedy is completed in full.
(7) Motec is entitled to demand a security deposit of 5% of the net purchase order total for defects claims. The supplier is entitled to replace the security deposit with a directly enforceable, unlimited warranty bond subject to German law from a credit institution which is authorised in the European Union. Collateral is excluded. The security deposit or the guarantee provided as a replacement will be paid out/returned upon written request after expiration of the warranty period.
(1) All delivered goods have to meet RoHS, REACH and WEEE directives. If the goods do not meet these directives, corresponding comments must be clearly visible on all documents (delivery notes, invoices etc.) and immediate written notification regarding these circumstances must be given after these have been discovered.
(2) All goods delivered must have been checked before delivery in terms of regulations under the Dodd-Frank Act, the International Traffic in Arms Regulations (ITAR), and dual-use regulations. If there is no comment on all documents saying that the goods have not been checked accordingly or do not meet the corresponding rules specified, the goods are regarded as checked accordingly and as not affected by these rules.
(1) Prior to accepting drawings, plans, samples, tools etc., the supplier must countersign the non-disclosure and confidentiality agreement (NDCA) of Motec. If these are not handed over immediately by Motec when contact is made, the supplier is obliged to demand these from Motec.
(2) Submitted drawings, plans, samples, tools etc. that are subject to property rights and copyrights of Motec may not be made accessible to third parties, distributed or used for purposes other than those defined by Motec without the express written consent of Motec.
(3) The supplier undertakes to treat all information from Motec made known to it through the business relationship as a trade secret, not to make this information accessible to third parties and to take measures to prevent such access. This duty of confidentiality does not apply if the information has become public knowledge or was already known to the supplier when the contract was concluded, without a breach of contract by the supplier being the cause for this.
(1) The supplier is liable in accordance with legal regulations.
(2) If the supplier is responsible for damage from product liability cases, it is obliged to compensate Motec for the damage suffered as a result, or, in the case of third-party claims for compensation, to indemnify Motec against this damage. The supplier's indemnity obligation covers all expenses necessarily incurred by Motec from or in relation to a claim by third parties.
(3) Within the scope of its aforementioned liability for damage, the supplier is also obliged to reimburse any expenses in accordance with Sections 683 and 670 BGB and Sections 830, 840 and 426 BGB which arise from or are in connection with product recalls carried out by Motec or its customer. Motec will notify the supplier, as far as is possible and reasonable, regarding the content and scope of the recall measures to be carried out and will give him an opportunity to comment.
(4) If a claim is made against Motec or its customer by third parties in relation to product liability or defects, the supplier will indemnify Motec against all demands and claims made against Motec if and insofar as the damage was caused by an error or defect in the product of the supplier.
(5) The supplier is obliged to provide reasonable cover for itself against the risks associated with product liability for deliverables delivered by it and to provide Motec with evidence of the insurance cover on demand and in a suitable form.
(6) If the supplier is responsible for an infringement of intellectual property rights or intellectual property rights applications of third parties from contractual use of the deliverable or contractual use of the supplier's services, the supplier is liable and will indemnify Motec against all third-party claims arising from the infringement of such industrial property rights.
(7) The contracting parties undertake to inform each other immediately upon becoming aware of any infringement risks and alleged infringements of intellectual property rights.
(1) The assignment of rights and claims arising from the order requires the prior written consent of Motec.
(2) Supplied materials will remain the property of Motec and must be stored, labelled and managed separately, free of charge and with the care that the supplier is used to using with respect to its own matters. The materials may only be used for Motec purchase orders.
(3) The processing and modifying of the supplied material by the supplier will be carried out for Motec. If the goods subject to reservation of title are processed with other items that do not belong to Motec, then Motec will acquire joint ownership of the new item in proportion to the value of the item from Motec compared with the value of the other processed items at the time of the processing.
(4) The supplier undertakes to keep spare parts for products delivered to Motec for a period of ten years after delivery.
(5) If the supplier intends to discontinue the production of spare parts for the products delivered to Motec, it will notify Motec of this immediately. This notification must be made at least six months before production is discontinued.
(1) In the event that the supplier becomes insolvent or is taken over by another company, Motec reserves its right of separation, according to which all drawings, plans, samples, tools or other property in the possession of the supplier is the property of Motec and not part of the supplier's property, and therefore may not be attributed to the insolvency assets or the operating property taken over, and must be handed over at the request of Motec.
(2) All data that the supplier has created on behalf of Motec or at its own discretion, and that is used to produce customer-specific products and to carry out customer-specific services for Motec must be made available to Motec in the event of insolvency or a takeover by another company.
(1) The packaging requirements agreed must be complied with. As a rule, reusable packaging must be used that is sure to withstand the logistical processes such as transport, storage and stacking etc. and will not damage the goods. If this is not possible, appropriate non-reusable packaging must be used. The supplier is responsible for selecting suitable packaging.
(2) All deliveries must be accompanied by a delivery note that clearly sets out the order data, as well as the delivery quantity and the exact description of goods. Furthermore, the corresponding labelling instructions of Motec must be observed.
(3) If non-reusable packaging is used, Motec reserves the right to invoice the supplier for any disposal costs arising.
(1) The supplier is obliged to duly store all drawings, plans, samples, tools etc. handed to it and label them as property of Motec. The supplier is obliged to insure them against damage from fire, water and theft for the benefit of Motec and to provide Motec with evidence of the insurance in place upon request.
(2) After the business relationship has ended, the supplier is obliged to destroy all drawings, plans, samples, tools etc. handed over to it, provided that Motec does not ask that these be surrendered and that the supplier has received written instructions to destroy these.
The supplier undertakes to comply with the applicable data protection laws when executing this contract and to pass this obligation on to employees and vicarious agents. If personal data is processed by the supplier, the supplier must oblige its employees and vicarious agents to keep data confidential. The supplier undertakes to provide the data protection commissioner of Motec with evidence that this obligation has been passed on in the form required by the legal provisions. Where it is necessary that the supplier processes personal data as part of a commission, the parties will enter into a contract for commissioned data processing in accordance with Section 11 of the Federal Data Protection Act (BDSG). The supplier will use the data only for the purposes set out in writing in each individual case and not pass on the data to third parties without the prior consent of Motec.
(1) When executing Motec orders, the supplier undertakes to comply with all obligations imposed on it and its subcontractors based on the Minimum Wage Act. As proof that the supplier complies with these obligations, it must countersign the indemnification and commitment declaration of Motec. If this is not handed over immediately by Motec when contact is made, the supplier is obliged to demand this from Motec.
(2) The supplier undertakes to indemnify, in a legally binding manner, Motec against all demands and claims by third parties, including - but not limited to - claims from the supplier's own employees, claims from employees of additional subcontractors and temporary employment agencies, official claims including any legally set fines and imposts issued by the authorities as well as any associated legal prosecution and defence costs insofar as the demands and claims made are based on a claimed infringement of duties imposed on the supplier or its subcontractors due to the Minimum Wage Act.
The supplier undertakes to countersign the code of conduct for suppliers of Motec in good time, but no later than before the first delivery is made or first service carried out. If this code of conduct is not handed over immediately by Motec when contact is made, the supplier is obliged to demand this from Motec.
(1) The assignment of rights and claims arising out of order requires the prior consent of Motec.
(2) The invalidity of individual provisions of these General Terms and Conditions of Purchase will not affect the validity of the remaining provisions.
(3) Amendments and additions to these General Terms and Conditions of Purchase must be made in writing. In the case of a verbal agreement, this requires documentation in text form.
(4) The law of the Federal Republic of Germany applies to all business dealings of the parties; if the supplier has its registered office outside the Federal Republic of Germany, this applies to the exclusion of the provisions of the UN Sales Convention (CISG).
(5) The place of jurisdiction for all disputes in connection with the contract/delivery operation is the headquarters of Motec at 65589 Hadamar, Germany, including for actions in relation to the process for bills of exchange and cheques. Motec is however entitled to take action against the supplier at any other established place of jurisdiction.