1 Validity of the terms and conditions
These terms and conditions of purchase apply to orders placed by the following companies: Testrut (DE) GmbH, Testrut GmbH Austria, General Trading Asia Ltd. These terms and conditions of purchase apply exclusively to all our orders in dealings with entrepreneurs. Any deviating conditions of the supplier are hereby expressly rejected.
2 Placing of
orders Orders are placed using our order forms. Verbal agreements are only binding for us if they are confirmed by us in writing.
§ 3 Delivery, delivery disruptions, liability for delay, surcharges
The delivery date stated in our order is fixed. The quantities ordered on the dates stated are to be delivered as a whole to the address stated in the order or made available for collection. In the case of advance, partial and subsequent deliveries, the dates are to be notified separately and are only permitted with our prior written consent. Delivery shall be made free domicile.
The supplier shall be obliged to mark the goods on packaging and outer packaging in accordance with our specifications without any further costs. Each consignment must be accompanied by a delivery note stating the order number, delivery address and our article
number with quantity details and article designation. Agreed delivery, collection or shipment dates are fixed dates. If an agreed date is exceeded, the supplier shall be in default even without a special reminder and shall be liable for all damages caused by default. The supplier is aware that delays in delivery may lead to substantial claims for contractual penalties and damages by our customers; such claims are part of our claim against the supplier for compensation for damage caused by delay.
We must be informed immediately of any impending or actual delivery disruptions on the part of the supplier. If, for reasons for which the supplier is responsible, the delivery date is exceeded or shipping documents are not sent, we shall be entitled to levy a surcharge in accordance with the surcharge catalogue which can be called up at www.testrut.de. The supplier shall not be entitled to assert any further claims. Any further claims shall remain unaffected.
§ 4 Transfer of risk
The risk of accidental deterioration of the goods shall only pass to us after receipt of the goods at the specified delivery address.
5 Invoice, set-off, right of retention
Invoices are to be sent to us in each case stating the supplier number, order number, delivery note number as well as our article number and the article description. A delivery note may not be invoiced on several invoices. Our right to offset or to exercise a right of retention cannot be limited. The supplier is only entitled to set off counterclaims or to exercise a right of retention if the counterclaim is undisputed or has been legally established.
6 Incoming inspection and notification of defects
Obligations or duties to inspect and notify of defects do not exist prior to complete delivery. The supplier acknowledges that we will carry out our incoming inspection properly by carrying out random samples to a reasonable extent with regard to the identity of the goods, weight, dimensions and appearance immediately after delivery, at the latest within 14 days. We are not obliged to carry out technical function tests or other inspections. We must report defects in the delivery without delay, at the latest within 14 days, hidden defects within 14 days of discovery.
7 Liability for Defects, Remedy of Defects
The supplier assumes liability for defects that the goods are free of defects and comply with official and statutory regulations, even if the goods are custom-made; in particular, that the goods comply with the statutory and industrial standards applicable to production, distribution and use in Germany and the European Union as well as the latest development and manufacturing standards in terms of materials and technology.
The supplier undertakes to provide us in good time with the information concerning the material composition of the articles to be supplied, truthfully and in accordance with Regulation (EC) No. 1907/2006 (REACH Regulation), and to point out to us any deviations.
The goods must comply with our quality requirements and specifications. Material, colour, equipment and processing must correspond to samples supplied in advance.
In the event of defects, we shall be entitled to the full statutory rights.
The liability period for defects shall be 36 months from the transfer of risk, but at least the statutory period. This period shall be extended by the period of subsequent performance measures of the supplier from receipt of our notice of defect until the supplier declares the termination of the measure in writing or refuses further subsequent performance in writing.
We are entitled at our reasonable discretion to remedy the defect ourselves at the supplier's expense, in particular if there is imminent danger or a particular urgency.
Sections 445a, 445b, 478, 479 of the German Civil Code (BGB) on recourse in the supplier chain remain unaffected.
8 Retention of title, assignment
The supplier shall be entitled to the retention of title demanded by him if this expires with the payment of the remuneration agreed for the delivered item (goods subject to retention of title) and we are authorised to resell in the ordinary course of business. As security in the event of further processing and
resale instead of retention of title, we hereby assign to our customer the claim to which we are entitled from a resale in the amount of the invoice value of the goods subject to retention of title. If the claims against our customer are included in a current account, the assignment shall refer to the corresponding part of the balance including the closing balance from the current account. The supplier hereby assigns the assigned claims back to us, subject to the condition precedent that we pay the remuneration invoiced for the reserved goods. We are authorised to collect claims assigned to the supplier. Revocation of the authorisation shall only be effective if we are in breach of payment obligations.
§ 9 Socially Responsible Corporate Governance, Minimum Wage Act
The supplier guarantees compliance 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 comply with all obligations incumbent upon it under the German Minimum Wage Act or comparable laws of other legal systems. Furthermore, the supplier undertakes to only use subcontractors who have given an undertaking to the supplier that they will comply with the obligations incumbent on them under such minimum wage laws. In the event of a breach, we shall be entitled to claim damages and to terminate the contract extraordinarily and without notice for good cause.
§ 10 Industrial property rights
The supplier warrants that no third party rights are infringed in connection with his delivery. The supplier is obliged to indemnify us against all claims of third parties upon first request.
The supplier's obligation to indemnify refers to all expenses necessarily incurred by us from or in connection with the claim by a third party. The limitation period is 10 years, calculated from the transfer of risk of the goods concerned.
We reserve the property rights, rights of use and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our written consent.
§ 11 Liability, declaration of exemption, recall, insurance
The supplier is liable in accordance with the statutory provisions. In particular, we do not accept any limitation of the supplier's liability.
The supplier supplies us with goods manufactured or procured by him. The supplier undertakes to fully indemnify us against claims made by third parties arising from the purchase and/or use of the products supplied by us, irrespective of the legal grounds, both in terms of the cause and the amount, insofar as the supplier causes the damage and - if fault-based law applies - is responsible for the fact giving rise to the liability. Within the scope of this liability, the supplier is also obliged to reimburse the necessary and reasonable expenses resulting from the fact that the goods are not safe, in particular for a recall; any contributory negligence on our part must be taken into account.
If we or our customers are exposed to measures by market surveillance authorities, the supplier is obliged to immediately provide all necessary information at its own expense and to provide any assistance that we or our customer may require in order to avert corresponding measures by the authorities.
The supplier shall endeavour to settle claims directly with the claimant. Upon request, it will make a-count payments up to the estimated full amount of damages for justified claims. Any costs for legal disputes in this regard shall also be borne by him in full.
The supplier shall take out and maintain product liability insurance in the customary and appropriate amount and provide evidence of this at our request.
§ 12 Place of Performance, Jurisdiction, Applicable Law, UN Sales Law
The place of performance for deliveries and payments is Wesel.
The place of jurisdiction for all disputes arising from or in connection with the orders, including actions on bills of exchange and cheques, is Duisburg. However, we are also entitled to sue the 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 shall apply with the following special provisions: The supplier shall also be liable for culpable breach of contract for damage unforeseeable at the time of conclusion of the contract. In the event of delivery of non-conforming goods, we may demand replacement delivery from the supplier if there is a material breach of contract, i.e. if the goods are only manufactured or distributed by the supplier or if it is unreasonable for us to acquire the goods from a third party for any other reason. We may declare the contract avoided in the case of delivery of non-conforming goods if there is a material breach of contract, i.e. if the damage is difficult or impossible to estimate, immaterial damage has occurred, the claim for damages is excluded due to Article 79 V UN Sales Convention, in the case of continuing obligations the confidence in the reliability of the supplier is permanently impaired or if the non-conformity of the goods reaches such an extent that it is no longer possible to sell the goods in the ordinary course of business.
§ 13 Partial invalidity
Inthe event that individual clauses are invalid, the remaining clauses shall remain fully valid. Invalid clauses shall be replaced without further ado by a provision which, as far as legally possible, comes closest to what was intended in economic terms according to the meaning and purpose of the invalid clause.
§ 14 German version prevails
The English version of these Terms and Conditions of Purchase is provided as an aid only. The German version shall be the sole authoritative version and shall be solely binding for interpretation.
Status: October 2019