WITOSA GMBH'S GENERAL TERMS AND CONDITIONS OF PURCHASE
These General Terms and Conditions of Purchase apply to orders for goods to be delivered, as well as to services and work to be performed.
The Purchaser’s Terms and Conditions of Purchase apply exclusively. The Purchaser does not accept the Contractor’s contravening terms and conditions, or the Contractor’s terms and conditions that differ from the Purchaser’s Terms and Conditions of Purchase, unless the Purchaser has explicitly agreed in writing to their validity. The Purchaser’s Terms and Conditions of Purchase also apply if the Purchaser accepts delivery without reservation while being aware of the Contractor’s contravening or differing terms and conditions.
I. Orders and other declarations
Orders are only binding, if the Purchaser issues or confirms them in writing. The same applies to any other declarations.
Unless different arrangements have been made, prices are “free at destination”, including packaging.
III. Invoicing and payment
Payment is made within 14 days from the Purchaser’s receipt of goods and invoice with a 2 % cash discount deduction or within 30 days without discount in payment methods at the Purchaser’s discretion. A delivery that occurs prior to the agreed-upon date does not affect the payment term linked to that date. If the invoice is received later than the goods, receipt of invoice prevails when determining the cash discount term. Payment is deemed to have been made when the Purchaser has completed it.
IV. Assignment/inter-company offset clause
Without the Purchaser’s prior written consent, the Contractor cannot assign its claims pursuant to the contract to third parties, neither wholly nor in part.
V. Delivery terms, delivery dates
If the Contractor realizes that it cannot adhere to the agreed-upon terms and dates, it must promptly notify the Purchaser of this in writing.
1. The Contractor warrants that its delivery features the contractually guaranteed characteristics and does not contain defects that nullify or reduce the value or fitness for its common use or its expected use under the contract.
2. The warranty starts as of delivery or, if acceptance has been agreed upon, as of acceptance of the delivery item.
3. The warranty period is 24 months. The warranty period starts anew for repaired or replaced parts.
4. The Contractor must promptly remedy any defects according to No. 1 about which it is notified within the warranty period. If this is not possible or is unreasonable for the Purchaser, the Purchaser is entitled to delivery of an item without defects. The Contractor assumes the cost of remediation or substitute delivery, including all incidental expenses (e.g., freights). If the Contractor does not comply with the warranty requirements above or does not do so in compliance with the contract, or if this is urgent, the Purchaser is entitled to perform the necessary measures at the expense of the Contractor. In particular, the Purchaser can replace defective parts itself or have them replaced by third parties, or obtain replacements from third parties. The right to conversion, reduction or damages remains unaffected.
5. If the defect is based on the Contractor’s fault or if the delivery item lacks a warranted characteristic, the Contractor must also reimburse for resulting damages that did not affect the item itself.
VII. Place of performance, jurisdiction
In case of disputes, the Purchaser’s location is agreed upon as the sole jurisdiction. The Purchaser is entitled to sue the Contractor in different applicable jurisdictions.
VIII. Applicable law
The law of the Federal Republic of Germany applies to the legal relationships between the Purchaser and the Contractor. The wording of these General Terms and Conditions of Purchase in the German language prevails.
IX. Prohibition against advertising/confidentiality
1. Inquiries, orders, correspondence associated with these, and the fact that a supply relationship exists or is in development cannot be used for advertising purposes without prior consent from the Purchaser.
2. The Contractor will keep confidential from third parties all operating processes, equipment, facilities, documents, etc. at the Purchaser and its customers that it becomes aware of in connection with its activities for the Purchaser, and will do so even after submitting the corresponding bids or completing its performance under the contract. The Contractor will require corresponding obligations from its assistants and agents.
X. Partial invalidity
If individual provisions in these terms and conditions are invalid in whole or in part, the remainder of these terms and conditions remains valid. An invalid or unenforceable provision is deemed to have been replaced by such a valid and enforceable provision as is closest to the economic purpose pursued by the parties within the limits of what is legally possible.