Purchasing terms and conditions: Motec's terms and conditions of purchase
General Purchasing Conditions of Motec GmbH
On the entire relationships of Motec GmbH in Hadamar („Motec”) with the supplier, who is an entrepreneur, regarding the purchase of movable objects ("delivery items") and services or works (&bdquo ;Services”), these General Terms and Conditions of Purchase apply exclusively. 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 supplementary General Terms and Conditions, this is their applicability is excluded, even if Motec does not expressly object to them.If the supplier does not agree to the exclusive validity of these General Terms and Conditions, he must inform Motec of this immediately in a separate letter.Fü In this case, Motec reserves the right to withdraw the order en.
2. Conclusion of contract, provision of services
(1) The order placed alone is decisive for the scope and type of service. The supplier will issue an order confirmation to Motec within two working days after receipt of the order. Motec can revoke the order if the supplier has not accepted the order in writing within one week of receipt or has not carried it out without reservation.
(2) The drawings, plans or similar that may be sent to the supplier in connection with the order. are part of the order. Are included in the order, any associated drawings, plans or similar. If no specific, precisely defined materials or manufacturing processes are prescribed, the supplier is fully liable for the selection of materials and the production process used.
(3) The supplier must notify Motec in writing of any changes in the composition of the processed material or the structural design compared to similar services previously provided to Motec before the start of production and before the service is provided. Likewise, the change of a subcontractor must be indicated in advance. Such changes require the prior written consent of Motec.
(4) Orders, call-offs, terminations, contract changes or supplements or other declarations must be made in writing or in text form. Oral or telephone orders, call-offs, terminations, contract changes or supplements or other declarations are only binding if they are confirmed in writing or in text form by Motec.
(5) The Motec order number, including the clerk ID, must be clearly visible on all confirmations, delivery notes, invoices and other correspondence.
(6) Motec is entitled to check the manufacture of the delivery item or the provision of services during normal business hours after notification.
(1) The agreed delivery and service dates apply. These dates are to be understood as arriving at the place of performance. Unless otherwise agreed, the place of performance for services is the registered office of Motec.
(2) The supplier must inform Motec in writing immediately after they become apparent of all circumstances that could affect the timely delivery or service and the expected duration of the impairment.
(3) Unless otherwise agreed, the delivery must be made free domicile to the delivery address specified by Motec.
(4) Partial deliveries and services before the agreed delivery or execution date are only permissible if Motec expressly agrees to this. Agreed partial deliveries and services before the agreed delivery or execution date have no influence on agreed payment targets and deadlines.
(5) In the event of a delay in delivery, Motec is entitled to demand a contractual penalty of 0.5% of the net delivery value for each completed week, but no more than 5% of the total net delivery value. Motec is entitled to claim a contractual penalty in addition to performance. Any statutory claims for damages are not settled hereby. The acceptance of a delayed delivery or service does not constitute a waiver of any claims for damages.
(6) A retention of title by the supplier is only valid if Verpart of the contract if the retention of title expires with the payment of the price agreed for the reserved goods and Motec is authorized to resell and further process it in the ordinary course of business. Any extended or expanded retention of title by the supplier is excluded.
(1) The risk passes upon receipt of the delivery "free domicile", unless otherwise agreed. In the case of deliveries with installation or assembly and in the case of services, the risk passes upon acceptance, in the case of deliveries without installation or assembly upon receipt at the delivery address specified by Motec.
(2) Unless otherwise agreed, acceptance of work services takes place at the delivery or service address and requires Motec to issue a certificate in text form. Implied or fictitious acceptance is excluded.
(1) Unless otherwise agreed, the agreed price is a maximum price that includes packaging, delivery, insurance, other ancillary costs and taxes. Motec benefits from price reductions between the time the order is placed and the payment of the invoice.
(2) Payment of the invoice amounts shall be made at Motec's option within 14 days with a 3% discount or within 30 days net, unless otherwise agreed. These periods begin on the day Motec receives the invoice, but not before the delivery item has been delivered or the service has been rendered. The unconditional payment of the invoice amount by Motec does not include any acknowledgment of the supplier's performance as being in accordance with the contract.
(3) Invoices must be sent digitally to the email address email@example.com. If this is not possible, postal delivery is acceptable.
(4) Motec is entitled to the statutory rights of offsetting and retention.
(5) The supplier cannot set off claims that Motec disputes or has not been legally established.
(6) The supplier is only authorized to assert a right of retention to the extent that the counterclaims are undisputed, legally binding or recognized by Motec. This does not apply if the counterclaims are based on the same contractual relationship.
(1) The supplier will deliver or render the delivery items or services free of material and legal defects and in accordance with the state of the art and the applicable safety regulations. If the supplier has to deviate from the state of the art and the applicable safety regulations due to a Motec specification, he must inform Motec of this immediately.
(2) The risk does not pass to Motec until the delivery arrives at the place of receipt and the delivery note is countersigned or acceptance, if this is required.
(3) Motec must examine the delivery items received for possible faults or deviations in quality. Obvious defects must be reported within 14 days of receipt of the delivery, hidden defects must be reported within 14 days of their discovery.
(4) Motec's claims for defects are based on the statutory provisions.
(5) The acceptance and further processing of goods that are defective or where there is a suspicion of defects does not exclude liability claims against the supplier if Motec notifies the supplier in writing that Motec is forced to do so To be able to process the goods temporarily in order to be able to fulfill our own delivery obligations to customers. If Motec incurs costs in this case due to increased assembly work or repair or improvement work during further processing, the supplier will reimburse these costs on proof.
(6) Motec's claims for defects for deliveries and services become statute-barred in five years, insofar as these are intended for installation in a building according to their usual use, otherwise in 36 months starting with the transfer of risk. For products repaired or subsequently delivered within the limitation period, the limitation period begins again when supplementary performance has been rendered in full.
(7) Motec is entitled to demand a security deposit of 5% of the net order value for claims for defects. The supplier is entitled to redeem the security deposit by providing an unlimited, directly enforceable warranty bond subject to German law from a credit institution approved in the European Union. A deposit is excluded. The retention fee or the guarantee provided for redemption will be paid out or returned upon written request after the warranty period has expired.
(1) All delivered goods must comply with the RoHS, REACH and WEEE guidelines. If the goods do not comply with these guidelines, corresponding notes must be clearly visible on all papers (delivery notes, invoices, etc.), and written information about these circumstances must be given immediately after they have been determined.
(2) All delivered goods must have been checked prior to delivery with regard to the regulations of the Dodd-Frank Act, the International Traffic in Arms Regulations (ITAR), and the dual-use regulations. If there is no note on all papers stating that the goods have not been checked accordingly or do not comply with the regulations mentioned, the goods are deemed to have been checked accordingly and are not affected by these regulations.
8. Non-disclosure agreement, non-disclosure
(1) Before accepting drawings, plans, samples, tools or similar. the supplier must countersign Motec's Non-Disclosure and Confidentiality Agreement (NDCA)). If this was not handed over to him directly by Motec when he was contacted, the supplier is obliged to request this from Motec.
(2) Drawings, plans, samples, tools, etc., provided to which Motec has ownership rights and copyrights may not be made accessible to third parties without Motec's express written consent disseminated or used for purposes other than those intended by Motec.
(3) The supplier undertakes to treat all Motec information of which it becomes aware as a result of the business relationship as business secrets and not to make it accessible to third parties and to protect it from access by third parties. This confidentiality obligation does not apply if the information has become public knowledge or was already known to the supplier at the time the contract was concluded without a breach of contract by the supplier being the cause.
(1) The supplier is liable according to the statutory provisions.
(2) If the supplier is responsible for product liability damage, he is obliged to compensate Motec for the resulting damage or to indemnify Motec against claims for damages by third parties. The supplier's obligation to indemnify relates to all expenses that Motec necessarily incurs from or in connection with the claim by the third party.
(3) As part of its above liability for damage, the supplier is also obliged to reimburse any expenses in accordance with §§ 683, 670 BGB or according to §§ 830, 840, 426 BGB that result from or in connection with a recall campaign carried out by Motec or its customers. Motec will inform the supplier – of the content and scope of the recall measures to be carried out. as far as possible and reasonable – and give him the opportunity to comment.
(4) If claims are made against Motec or its customer due to product liability or defects by third parties, the supplier shall indemnify Motec against all claims and claims asserted against Motec if and to the extent that the damage is caused by an error or defect of the supplier's products.
(5) The supplier is obligated to insure himself against the risks associated with product liability for the delivery items he has delivered in an appropriate amount and to provide Motec with appropriate evidence of the insurance cover upon request.
(6) Insofar as the supplier is responsible for the contractual use of the delivery item or the contractual use of its services, an infringement of industrial property rights or an application for industrial property rightsIn the event of third-party claims, he is liable and releases Motec from all third-party claims arising from the infringement of such industrial property rights.
(7) The contractual partners undertake to inform each other immediately after becoming aware of the risk of infringement and alleged infringement of property rights.
(1) The assignment of the rights and claims resulting from the order requires the prior written consent of Motec.
(2) Provided materials remain the property of Motec and are to be stored, labeled and managed separately free of charge with the care that the supplier usually applies to its own affairs. Their use is only permitted for orders from Motec.
(3) Processing or transformation of the material provided by the supplier is done for Motec. If the reserved goods are processed with other items that do not belong to Motec, Motec acquires co-ownership of the new item in relation to the value of the Motec items to the other processed items at the time of processing.
(4) The supplier undertakes to keep spare parts for products delivered to Motec available for a period of 10 years after delivery.
(5) If the supplier intends to stop producing spare parts for the products delivered to Motec, he will inform Motec immediately. This notification must be made at least six months before the end of production.
(1) In the event of the supplier's insolvency or the supplier being taken over by another company, Motec reserves its right of segregation, after which all drawings, Plans, samples, tools or similar. Property that is in the possession of the supplier is owned by Motec and is not part of its property, and therefore may not be attributed to the insolvency estate or the acquired company property, and must be handed over by Motec upon request; eat.
(2) All data that the supplier has created on behalf of Motec or at its own discretion and that is used to manufacture customer-specific products and to provide customer-specific services for Motec must, in the event of insolvency or be made available to Motec in the event of an acquisition by another company.
(1) Agreed packaging specifications must be observed. In principle, reusable packaging must be used to ensure that the logistical processes such as transport, storage, stacking, etc. withstand and the goods will not be damaged. If this is not possible, appropriate disposable packaging must be used. The supplier is responsible for selecting suitable packaging.
(2) All deliveries must be accompanied by a delivery note showing the order data, the delivery quantity and the exact description of the goods. Furthermore, the corresponding labeling instructions from Motec must be observed.
(3) If disposable packaging is used, Motec reserves the right to charge the supplier for any disposal costs incurred.
(1) The supplier is obliged to keep all drawings, plans, samples, tools, etc. provided to him. unlimited proper&rszlig; to be kept and marked as property of Motec. The supplier is obliged to insure them against fire, water and theft in favor of Motec and to provide Motec with proof of the existence of the insurance upon request.
(2) After the end of the business relationship, the supplier is obliged to keep all drawings, plans, samples, tools, etc. provided to him. to be destroyed if Motec does not request the surrender of these and the supplier has received written instructions to destroy them.
The supplier undertakes to comply with the applicable data protection regulations when executing this contract and to impose compliance with these regulations on employees and vicarious agents. In the case of the processing of personal data by the supplier, the latter must ensure that its employees and vicarious agents comply with data secrecyoblige. The supplier undertakes to provide Motec's data protection officer with evidence of compliance with this obligation in the form required by the statutory provisions upon request. Insofar as it is necessary for the supplier to process personal data in the order, the parties will enter into a contract for order data processing in accordance with § 11 Federal Data Protection Act close. The supplier will only use the data for the purposes set out in writing in the individual case and will not pass them on to third parties without the prior consent of Motec.
15. Minimum Wage Act
(1) When executing orders from Motec, the supplier undertakes to comply with all obligations incumbent on him and his subcontractors based on the Minimum Wage Act. As proof that the supplier meets these obligations, he must countersign Motec's declaration of release and obligation before executing orders. If this was not handed over to him directly by Motec when he was contacted, the supplier is obliged to request this from Motec.
(2) The supplier undertakes to indemnify Motec against all claims and demands of third parties, including - but not finally – claims of the supplier's own employees, claims of the employees of other subcontractors and commissioned rental companies, official claims including any legally enforceable fines as well as official conditions as well as due to the legal prosecution and legally binding legal defense costs if the asserted claims and demands are based on an alleged breach of the obligations incumbent on the supplier or a subcontractor employed by him based on the Minimum Wage Act.
The supplier undertakes to countersign the code of conduct for Motec suppliers in good time, but at the latest before the first delivery or service is rendered. If this was not handed over to him directly by Motec when he was contacted, the supplier is obliged to request it from Motec.
17. General Provisions
(1) The assignment of the rights and claims resulting from the order requires the prior consent of Motec.
(2) The invalidity of individual provisions of these General Terms and Conditions of Purchase does not affect the validity of the remaining provisions.
(3) Changes and additions to these General Terms and Conditions of Purchase should be made in writing. In the case of a verbal agreement, it requires documentation in text form.
(4) The law of the Federal Republic of Germany applies to all business relationships between the parties; if the supplier is based outside of the Federal Republic of Germany, this applies to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
(5) The place of jurisdiction for all disputes in connection with the contract/delivery transaction is Motec's registered office in 65589 Hadamar, including for lawsuits relating to bills of exchange and checks. However, Motec is also entitled to sue the supplier at any other justified place of jurisdiction.