2. If the supplier’s headquarters are based abroad, the respectively applicable version of the Incoterms DDP (currently the 2010 Incoterms version) is additionally deemed as agreed – as long as these terms of purchase do not include their own regulations.
1. Orders are only binding when they are made with the properly signed ordering form from GIRA or electronically using GIRA’s computer-generated forms.
2. The supplier must completely fill out the required declarations regarding export control for GIRA and send them back signed with the required documentation. The order is only effective when the complete and signed declaration has been sent.
1. If delivery deadlines are set for the supplier in the order form, the indicated delivery deadlines are binding.
1.The supplier’s invoice is due to be paid upon receipt of the merchandise and the properly issued invoice by GiRA.
3. GIRA is authorized to deduct a discount amounting to 3% from the invoiced amount, if the invoiced amount invoiced amount is paid until the 25th of month following the receipt of goods and receipt of the properly issued invoice. If the receipt of goods and receipt of the properly issued invoice do not fall on the same date, the final occurrence is always definitive for the deadline.
4. The means of payment are chosen by GIRA. This also applies to check and payments by note as well as payments by acceptance.
2. The supplier also bears the costs of transport insurance. Invoices for packaging material used for return delivery must be paid in full. The return delivery of packaging material is executed ex works.
1. Goods are only to be delivered during GIRA’s regular business hours: Monday to Friday from 6am to 4pm.
1. The goods delivered to GIRA are inspected with regard to any defects as part of the regular business procedure in accordance with GIRA’s general practices. If defects are determined during random inspections which exceed the agreed extent (AQL, PPM), GIRA is authorized to assert guarantee claims with regard to the entire delivery.
3. The previous provisions also apply to deliveries in excessive or insufficient quantities; they apply to the delivery of other goods as well. A tolerance of ±5% is permissible for goods in mass quantity.
2. If the authorities require information on the production procedure and inspection documents from GIRA in order to examine certain requirements, the supplier declares his/her willingness to grant GIRA the same rights in his firm and to provide any reasonable support during the process.
1. The supplier ensures that the goods delivered by him/her comply with the applicable version of the Act Governing the Sale, Return and Environmentally Sound Disposal of Electrical and Electronic Equipment (ElektroG) as well as the Battery Law (BattG) insofar as and to the extent that the goods delivered by him/her fall under the applicability of these laws.
2. The supplier ensures that the goods delivered by him/her comply with the limits specified in the respectively applicable version of the Electric Material Regulation (ElektroStoffV).
4. The supplier also ensures that the goods delivered by him/her do not contain any materials mentioned in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 5 January 2010 (Dodd-Frank-Act), which originate from the specified conflict region specified there and that the supplier has implemented appropriate measures to ensure this.
1. The guarantee period is two years (§ 438 Para. 1 no. 3 of the German Civil Code - BGB). The period begins with the receipt of goods by GIRA.
3. In the case of a defect, GIRA may make use of its legal rights at its discretion. In particular, GIRA is authorized to:
a) send back the defective goods at the expense and hazard of the supplier and to demand flawless replacement (supplementary performance),
b) to refrain from requesting replacement of the goods and charge back the invoiced price of the goods (withdrawal from contract),
c) request compensation for damage instead of receiving the goods in accordance with legal provisions (§§ 437, 440, 280, 281, 283, 311 a of the German Civil Code -BGB).
1. The supplier exempts GIRA from all claims addressed to GIRA, because GIRA or a third party suffered damage due to the proper or intended use of the goods. The same applies to damage, which GIRA directly or indirectly suffers due to the violation of official security regulations as a result of the improper delivery or due to any other circumstances which can be attributed to the supplier.
2. If claims are made to GIRA on the basis of liability without fault in accordance with non-modifiable law towards a third party, the supplier shall bear responsibility towards GIRA to the extent that he/she is directly liable.
4. The supplier is liable for measures carried out by GIRA to prevent damage (e.g. product recall), unless he/she proves that the damage cannot be attributed to errors in the construction and/or production and/or a violation of the inspection and product observation obligations of the supplier (reversal of burden of proof). GIRA will instruct the supplier regarding the content and scope of the measures carried out to prevent damage to the greatest possible and reasonable extent and give him/her the opportunity to respond.
5. Other legal claims by GIRA remain unaffected by this.
1. The supplier guarantees that no third party rights in the Federal Republic of Germany will be violated with regard to and by means of the delivery.
2. If a third party makes claims to GIRA in this respect, the supplier is obligated to exempt GIRA from these claims upon its first written request; GIRA is not authorized to make any agreements with the third party without the consent of the supplier, in particular a compromise settlement.
4. The statute of limitation for these claims is 10 years, beginning with the conclusion of the respective contract.
5. The previous provisions do not apply to the extent that the supplier has produced the delivered goods according to drawings, models or other equivalent descriptions or data turned over by GIRA and does not know or does not have to know with regard to the products produced by him/her that property rights are violated.
1. If GIRA supplies parts to the supplier, GIRA reserves property rights to them. The parts may be processed or transformed by the supplier for GIRA. If goods reserved to GIRA are processed with other objects not belonging to GIRA, GIRA shall acquire co-ownership to the new objects in the proportion of the value of the object from GIRA (purchasing price plus value added tax) to other processed objects at the time of processing.
2. If the object provided by GIRA becomes inseparably combined with other objects not belonging to GIRA, GIRA acquires co-ownership to the new object in the proportion of the value of the reserved object (purchasing price plus value added tax) to the other combined objects at the time they are combined. If they are combined in such a way that the suppliers’ object is to be deemed the main object, the contractual parties agree that the supplier transfers proportionate co-ownership to GIRA; the supplier shall safeguard the sole property or the co-property for GIRA.
4. The supplier is obligated to keep all obtained illustrations, drawings, calculations and other documents and information strictly secret. They only may be presented to third parties with the explicit approval of GIRA. The nondisclosure obligation also apples after the completion of this contract; it expires when and to the extent that the production knowledge contained in the transferred illustrations, drawings, calculations and other documents has become generally known. Any nondisclosure agreement (NDA) completed by the parties remains unaffected by this.
1. If one or several provisions of these terms of purchase are or become ineffective or void, this does not affect the effectiveness of the remaining provisions. In this case, GIRA and the supplier are obligated to agree on an effective provision instead of the ineffective or void provisions, which comes as close as possible to the economic intentions of the parties.
2. The contractual relationship is subject exclusively to German law. This also applies to the inclusion of the General Terms of Purchase. The application of the United Nations Convention on Contracts for the International Sale of Goods (UN-Purchase Rights Agreement, CISG) is explicitly ruled out.
4. The place of fulfillment for all mutual obligations resulting from this contractual relationship is the headquarters of GIRA (Radevormwald), as long as not agreed otherwise in writing.