§ 1 Validity of the conditions
This Conditions of Purchase apply for Orders of Testrut (DE) GmbH, Testrut GmbH Austria ,General Trading Asia Ltd.
For all our orders These Terms and Conditions of Purchase shall apply exclusively to all our orders with entrepreneurs. Any deviating terms and conditions of the supplier are hereby expressly contradicted.
§ 2 Placing of orders
Orders are using our Order- resp. Order forms issued. Verbal agreements are for us only binding, if she From us in text form confirmed be confirmed.
§ 3 Delivery, delivery disruptions, liability for delay, surcharges
The delivery date in our orderis fixed . The quantities ordered on the dates statedareto be delivered in one pieceto the address address stated in the order or to bemade available for collection . In the case of advance, partial and subsequent deliveries, the dates are tobenotedseparately and only with our prior consent. and shall only be permitted with our prior written consent. prior written consent. Delivery willbe made free house.
The supplier is obliged to pack andrepack the goods on andrepackaging without further costs in accordance with our labelling. Each consignment shall be accompanied bya delivery note order number, delivery address as well as our article number with quantity and article designation .
Agreed Delivery Pick-up or Shipping dates are Fixed dates. The supplier shall be in default if a deadlineagreed is exceeded even without a special reminder and shall be liable for all damages caused by default. special reminder in default and is liable for all damages caused by default. The supplier is aware that delays in delivery may result in considerable contractual penalties and claims fordamages by our by our customers; suchclaims are part of our claims are part of our claim against the claim against the supplier for damage caused by delay.
Impending or entered Supply disruptions at Pages ofthe supplier shall be notified tous notified to us without delay. If for reasons forwhichthe supplieris responsible the deadline isexceeded or the transmission of shipping documents isomitted, we shall be entitled to impose asurcharge inaccordance with the terms set out under www.testrut.de retrievable Surcharge catalogue to collect. Any furtherclaims remain claims remainunaffected
§ 4 Transfer of risk
The risk of accidental deterioration of the goods shall not pass to usuntil goods have beenreceived at the specified delivery address .
§ 5 Invoice, set-off, right of retention
Bills are us respectively under Indication the supplier number, order number,delivery note number as well as our articlenumber and the article description . A delivery note may not be invoiced on several invoices .
Our Law offsetting or the exercise ofa right of rightof retention may notbe limited . The supplier is entitled to offset with counterclaims or toexercise a exercise a right of retention counterclaims or to exercise aright of retentiononly if the counterclaim isundisputed or has been finallydetermined by a court oflaw .
§ 6 Initial investigation and reprimand
Examination- and Obligations to give notice of defects or -obligations exist not before complete Delivery. The supplier acknowledges that we properly carry out our incoming inspection by carrying out in reasonable dimensions samples regarding identity goods, weight, dimensions and appearance immediately after delivery, at the latest within 14 days . For technical function tests and other examinations ,we are not obligated. We must be notified of defects in the delivery without delay, at the latest within14 days , and ofhidden defects within 14 days of discovery. days after discovery.
§ 7 Liability for defects, rectification of defects
The supplier assumes liability for defects that the goods do not defects and complies with the official and legal and legalregulations, even if it is a custom-made product; in particular, that the goods comply with the requirements for production, distribution and use in Germany as well as the European Union legal and industrialstandards as well as the latest development and manufacturing standards as well as the latest development and manufacturing standards in material and technology .
The supplier undertakes to provideus in goodtime with theinformation regarding the material composition of the articles to be supplied and to do so truthfully and in accordance with the Regulation (EC) No. 1907/2006 (REACH Regulation). and inaccordance with the Regulation (EC) No. 1907/2006 (REACH Regulation) and to inform us of any discrepancies. point outanydeviations tous .
The goods must meet our quality requirements and Specifications correspond. Material, Colour, Equipment and processing must first supplied correspond to patterns.
At Defects stand us the legal Right unabridged in any case we are entitled to case, we shall be entitled to demand from the supplier, at our discretion, remedy of the defect or delivery of a new item. delivery of a new item. The supplier must carry out the subsequent within a reasonable period of time after we have informed him of the defect. have informed him of the defect.
We are entitled at our reasonable discretion to remedy the defect ourselves at the supplier's expense, in particular at the supplier's expense, in particular if there is imminent danger or a particular urgency. exists.
If If there are concrete indications of defective deliveries, we shall have the right to inspect the goods ourselves or at an independent testing institute at the supplier's expense. at the supplier's expense. The right to damages, in particular the right to The right to compensation for damages, in particular the right to compensation for damages instead of performance, is expressly reserved.
For a a withdrawal due to a defect does not require the setting of a time limit for subsequent if the supplier fails to effect subsequent performance despite the expiry of a reasonable period from the time when we informed him of the defect, of the defect, if a defect appears in spite of the supplier's attempted a defect becomes apparent despite the supplier's attempt at subsequent performance, if a defect is so serious that it immediate withdrawal is justified, if the supplier refuses the has refused proper supplementary performance or if it is obvious from the circumstances that the circumstances, it is obvious that the supplier will not duly remedy the defect. In all of the aforementioned cases, a claim for damages on account of a defect does not require due to a defect does not require the setting of a deadline.
The liability period for defects shall be 36 months from the transfer of risk, but at least the statutory period .This period period shall beextended by the period of supplementary performance measures of the supplier from receipt of our notice ofdefects until the supplier declares the termination of the measure inwriting declares the termination of the measure inwriting or refusesfurther supplementary performance inwriting .
If a defect has become apparent within the limitation period, the limitation period shall not 4 months from the time when the defect first became apparent. first became apparent.
If we have handed over the goods to the supplier for supplementary performance, the statute of claims on account of the asserted defect shall not become time-barred before the expiry of 2 months after the point in time at which the repaired or replaced goods were has been handed over to us.
The statutory rules on recourse in the chain of suppliers shall remain unaffected.
§ 8 Retention of title, assignment
The supplier shall be entitled to theretention of title demanded by him ifthis is agreed with the payment of the delivered item (reserved goods) agreed for thedelivered item (reserved goods)and we resale in the ordinary course of business. course of business . As security in the event of further processing and resale instead of the retention of title ,we herewithassign to the claims arising froma resale against resaleagainst our customerin the amount of the ourcustomer from a resalein theamount of the invoice value ofthe of the goods subject to retention of title. In the event of taking up of the claims against our customer in a current invoice ,the assignment the assignment refers to the correspondingpart of the part of the balance including the balance from the current account. The supplier hereby assigns the assigned claims to us. us to us, subject to thecondition precedentthat we paythe invoiced paymentinvoiced forthe reserved goods. payment invoiced for the goods subject to retention of title. We are authorised to collect claims assigned to the supplier .A revocation authorisation shall only beeffective if weare in breach of breachpayment obligations .
§ 9 Socially responsible corporate governance, Minimum Wage Act
The supplier guarantees compliance with with Convention No. 138 of the International Labour Organisation ILO of 06 June 1973 and compliance with all labour protection regulations for children within the country of production. The supplier undertakes to pay all wages the German Minimum Wage Act or comparablelaws laws of other legal systems . Furthermore, the supplier undertakes to only use subcontractors subcontractors who have givenan undertaking tohim that they whohave undertaken to comply with the obligations incumbent onthem undersuch minimum such minimum wage laws. In the event of a breach ,we shall be entitled to demand compensation andto terminate the contract extraordinarily and without notice for good cause. for good cause .
§ 10 Property rights
The supplier warrants that no rights of third parties are infringed inconnection with its delivery. rights of third parties areinfringed in connection are infringed. The supplier is obliged to to indemnifyus on first demand from all claims of third parties upon first request.
The supplier's obligation to indemnify refers to allexpenses expenses necessarily incurred byus as a result of or in connection with the claim by a third party shallnecessarily arise. The limitation period is 10 years, calculated from the transfer of risk of the goods concerned .
We reserve the right of ownership to illustrations, drawings, calculations and other documents; they may not be disclosed to third parties without our copyrights; they may not be made accessible to third parties without our written consent. to third parties without our written consent.
§ 11 Liability, declaration of exemption, recall, insurance
The supplier shall be liable in accordance with the statutory provisions. In particular, we do not accept any limitation of the liability of the supplier.
The Supplier supplied us with Goods, which are from him produced or procures become. The Supplier obliges each other, us from Claims, the through Third from the acquisition and/or the Use of the From us supplied Products be raised, same from which Legal ground, both the Reason as also the Height according to complete exempt, as far as he the Damage caused and - at Application fault-based Right - the Liability Facts to represented has. At Frame this Liability is the supplier also obligated, the necessary and appropriate Expenses to refund, the itself from this result, that the Goods not secure is, in particular for a recall; any contributory negligence on our part shall be be taken into account.
The supplier is obliged, if we or our customershave measures by market surveillance authorities authorities, to immediately at its own expense all necessary information and to and to provide any assistance that we or our assistancethat we or our customer customertoavert appropriate ofthe authorities .
The supplier shall endeavour tosettle claims directly with the claimant . Upon request claims , the suppliershall makea-count payments up to the estimatedfull the estimatedfull amount of damages . Any Anycosts for legal disputes in this regard shallalso be borneby him infull .
The supplier shall take out take out and maintain product liability insurance in the customary and appropriate amount and and to maintain it and to provide evidence of it at our request.
§ 12 Place of performance, Place of jurisdiction, applicable law, UN Sales Convention Place of performance for Deliveries and Payments is Wesel.
Place of jurisdiction for all Disputes from or in connection with the orders, including actions on bills of exchange and cheques, is Duisburg .We are however also entitled tosue suethe supplier at his general place of jurisdiction .
German law shall apply.
If the supplier has its registered office outside Germany, the UN Convention on Contracts for the International Sale of Goods with the following special provisions: The supplier shall be liable forculpable breach of contract even for damage unforeseeable at the time unforeseeable damage at the time of conclusion of the contract.We may ,in the case of delivery of non-conforming goods,demand from the supplier replacement delivery , if isin material breach of contract , i .e., if the goods were only manufactured or soldby thesupplier or ifit is unacceptable tous for other reason it isunreasonable for usto acquirethe goods from a third party . We may in the event of delivery of goods which arenot in conformity with the contract declarethe cancellation of the contract if there isa substantial breach of contract exists, i.e. if the damage isdifficult or even cannot beestimated , a non-material damage has occurred , the theclaim for damages isexcluded due to Article 79 V of the UN Convention on Contracts for the International Sale of Goods inthe case of in the case ofcontinuing obligations , the trust in the reliability of the supplier ispermanently disturbed or if the lack of conformity of the goods reachesan extent that a sale of goods in the ordinary course ofbusiness isnolonger possible .
§ 13 Partial ineffectiveness
At Trap the Ineffectiveness individual clauses remain the remaining fully effective. Instead of ineffective Clauses applies without further a such regulation, the at Frame of the legal Possible the at next comes, what after the Sense and Purpose the ineffective Clause economic wanted was.
§ 14 Priority German version
The English version of these Terms and Conditions of Purchase is provided for guidance only. The German version is the authoritative and solely binding for the interpretation.
Status: January 2022