GENERAL PURCHASE CONDITIONS for material supplies and services

of the company Chriwa Wasseraufbereitungstechnik GmbH, Bruchweg 30, 29313 Hambühren/DE

as of 09/05/2024

 

I. Offer/Tender

1.   Tenders which the contracting authority has requested the tenderer to submit shall be submitted free of charge and in a legally binding manner unless the parties agree otherwise in writing.

2.   By submitting the offer, the bidder accepts these conditions and all other conditions of the request without reservation.

3.   It is the responsibility of the bidder to inform himself about all local conditions, all conditions, influences and existing regulations before submitting an offer and to take them into account.

4.   The offer must include the ancillary services to be provided by the bidder (e.g.  construction site set-up and clearance, proper storage, provision of all necessary equipment and machinery, ancillary wage costs).

5.   Offers are to be submitted with net prices excluding VAT.

 

II. Assignment

1.   Only written orders, framework agreements and changes to the order shall be deemed to have been bindingly agreed.

2.   Receivables relating to non-binding contracts or changes to the order are generally not recognized.

 

III. Delivery

1.   Deliveries are always made free of charge to the destination, including unloading, packaging and, if necessary, customs clearance.

2.   Each delivery must be accompanied by a delivery note. Delivery notes (dispatch notes) must contain all order data of the customer, such as order number, project number, information on the type, quantity and weight of the delivered items. The customer reserves the right to reject deliveries without a proper delivery note.

3.   The risk is transferred to the customer upon acceptance after delivery.

 

IV. Execution of the order

1.   The contractor shall carry out the work under his own direction and responsibility and shall provide the responsible supervisory staff for his work area. During the execution of his work, he bears sole responsibility for his area of work, in particular in terms of civil law, mining law, labour law, criminal law and public law. He is liable for all claims that arise from non-compliance with regulations and indemnifies the client from such claims.

2.   On construction sites, the respective valid safety regulations apply, which are made available to the contractor for inspection at any time upon written request in text form. Safety regulations in connection with material deliveries result from the nature of the material and must be provided by the material supplier in good time or at the latest before the delivery of the material. For services, construction diaries or other similar proof of service of the service performed on a daily basis must be kept.

3.   The contractor may use operating facilities on construction sites of the client without the permission of the client.

4.   The order also obliges the contractor to provide operating instructions, manuals, instructions, reports, plans, drawings, copyable drawing originals as revision drawings, acceptance certificates and static calculations as well as official approvals.

 

V. Subcontractors

1.   Delivery by third parties/subcontractors does not release the contractor from his obligation to fulfill the order and from his liability and warranty obligations.

 

VI. Material Identification

1.   To be identified at the place of destination, all delivered parts must always be marked. The marking must be weatherproof and in a clearly visible place and with sufficiently large characters.

 

VII. Examination of services

1.   The customer of the delivery can carry out checks on the progress of the order at any time and have changes made in coordination with the contractor. The contractor undertakes to provide all relevant information and to cooperate.

 

VIII. Acceptance of services

1.   The customer is obliged to accept defect-free and complete deliveries.

 

IX. Claims in the event of material defects and defects of title

1.   The contractor must fulfill the order for delivery in such a way that the subject matter of the contract has the contractually agreed quality and corresponds exactly with the drawings and specifications. At the time of acceptance/production, the subject matter of the contract must comply with the latest state of the art in science and technology as well as the legal and official regulations applicable in the Federal Republic of Germany. The delivery is to be made by the contractor free of defects of title. If the subject matter of the contract is not of this quality, the customer may demand the commencement of subsequent performance (elimination of material and/or legal defects, replacement delivery or new production) within a reasonable period set by him. If the purchase is a commercial transaction for both parties, the customer must return the purchased item within one period of at least two weeks after delivery, unless the law provides for a longer period of time, and if a defect becomes apparent, to notify the contractor immediately.

2.   In the event of a warranty claim, the contractor shall also bear the costs of finding defects, faults or damage and their cause, as well as all costs incurred by the client in this context as a result of removal, transport, inspection, repair and installation.

3.   In addition, all legal claims in the event of material defects and defects of title in accordance with the German Civil Code (BGB), in particular those under the law on sales and contracts for work and services, as well as the guaranteed commitments made by the contractor shall remain in force.

4.   The place of performance for complaints by the customer is the agreed place of destination.

 

X. Statute of limitations

1.   The limitation period for claims due to defects begins at the time of defect-free delivery/acceptance.

2.   The limitation period for claims due to defects is three years, for buildings, including the supply/manufacture of individual parts to be included therein, five years, unless the law provides for a longer warranty period.

3.   For individual parts delivered as part of the supplementary performance, the warranty period begins anew in each case. In all other respects, the provisions of the German Civil Code (BGB) shall apply.

 

XI. Billing

1.   Each order must be invoiced immediately, carefully and easily verifiable. Invoices must contain the order number and project number as well as any other special information mentioned in the purchase order, the total net amount and VAT must be shown separately. The currently applicable regulations of the German Value Added Tax Act must be observed.

 

XII. Payment

1.   Payment is made after proper delivery or service, receipt of invoice and invoice verification. Unless otherwise agreed in writing, the following payment terms apply:

3% discount within 8 days,

2% discount within 14 days,

30 days net or

60 days net.

2.   Advance payments will only be made if they have been agreed upon. For this purpose, the client may demand a security guarantee or other securities from the contractor.

3.   Advance payments made have a compensatory effect and are therefore not subject to any agreed price escalation clauses retroactively.

4.   Payment of the final invoice can only be made after complete submission of the contractually agreed documentation.

 

XIII. Liability

1.   The contractor is liable for all items that he causes to his assistants for all damages that he causes to his assistants. or subcontractors to the client, its personnel or the environment, in accordance with the statutory provisions. He shall indemnify the client against claims for damages by third parties caused by him or his vicarious agents.

 

XIV. Insurance

1.   The contractor is obliged to take out and maintain liability insurance for personal injury, property damage and financial loss at his own expense with sufficient sums insured, which covers all liability risks arising from the order. The insurance cover must also include the personal liability of those persons whom the contractor uses in the fulfilment of the order.

 

XV. Termination

1.   Notwithstanding § 649 sentence 2 BGB, the following provisions shall apply in the event of termination by the client before the completion of the work:

- If the customer is responsible for the reason that led to the termination, the part of the delivery already executed will be remunerated.

- If the contractor is responsible for the reason that led to the termination, the client may waive further execution and claim damages for non-performance, insofar as the work not already carried out is of interest to the customer, demand its delivery and carry out the unfinished part of the delivery itself at the expense and risk of the contractor or have it carried out by third parties. For the work already carried out, insofar as it is taken over by the client, the contractor receives an appropriate remuneration less any additional costs incurred by the client as a result of the completion of the service.

- Grounds for termination for which the contractor is responsible include, in particular, the application for the opening of insolvency proceedings as well as gross violations with regard to quality, agreed deadlines, occupational safety regulations, environmental protection regulations.

 

XVI. Documents

1.   Plans, documents, constructions, drawings, models, etc., which are handed over to the contractor for the execution of the order, remain the property of the customer and must be returned after completion of the order in full, including all copies, and in an orderly form.

 

XVII. Property rights

1.   If property rights are affected by the execution of the order, the contractor must obtain the necessary licenses at his own expense and indemnify the client against all liabilities that may arise from the infringement of the property rights. If the contractor's own property rights are affected, he grants the client the irrevocable right to use these property rights without restriction and free of charge at the same time as executing the order. If the contractor makes inventions in the execution of the order, the client is entitled to use these inventions without restriction and free of charge.

 

XVIII. Confidentiality

1.   The contractor is obliged to keep secret from third parties all operating facilities, business transactions, procedures and working methods of the client as well as all information that comes to his knowledge in the course of his work for the client. This obligation shall continue to exist even after the termination of the contractual relationship.

 

XIX. Force majeure

1.   In the event of cases of force majeure, the dates for the fulfillment of deliveries shall be postponed by mutual agreement. Such cases are, in particular, natural disasters, war, sabotage, organized labor disputes, but not, in particular, wildcat strikes. Should cases of force majeure occur, they must be reported in writing no later than four calendar days after they occur. However, the contractor is obliged to take all precautions and measures to enable the original deadlines to be met or to shorten the postponement.

 

XX. Place of jurisdiction and choice of law

1.   The place of jurisdiction is the district court of Lüneburg.

2.   The legal and official provisions of the Federal Republic of Germany apply. The provisions of the international sales law do not apply to orders to be processed in accordance with these General Terms and Conditions of Purchase.