General Purchasing Conditions
- The purchasing conditions of Junkerwerk apply exclusively; any terms and conditions of the supplier contradicting or deviating from our purchasing conditions shall not be recognised unless their application was acknowledged expressly in writing for the specific case. Our purchasing conditions shall also apply even if, being aware of the supplier's conflicting conditions or conditions diverging from our purchasing conditions, we accept delivery without reserve.
- The purchasing conditions are part of all future orders by Junkerwerk. They apply to subsequent orders without Junkerwerk having to refer to these purchasing conditions again.
- The purchasing conditions of Junkerwerk only apply to companies.
II. Offers - Contract documents
- The supplier shall submit its offers in writing. Quotations shall be free of cost.
- Junker reserves its title to illustrations, drawings, calculations, models, instruments, samples and other materials Junkerwerk provides to the supplier for the preparation of the offer or the performance of the contract, respectively; the same applies to Junkerwerk’s copyrights where the materials are copyrightable. The supplier must insure all aforementioned documents against fire or other loss at his own expense.
- The documents or objects mentioned in II.2. may not be passed on to third parties unless Junkerwerk had agreed in writing to the transfer beforehand. The documents and objects are used exclusively for the processing of the order or the contract and to be returned unprompted to Junkerwerk after relevant fulfilment. Documents and objects are to be kept secret from third parties. Copies, no matter what kind, require written approval by Junkerwerk.
- The supplier is given a deadline of 10 days to accept an order by Junkerwerk. This deadline starts with the order dispatch by Junkerwerk.
- If order acceptance or confirmation letter by the supplier are different from the order, then Junkerwerk must be informed about this. A contract is concluded only with written consent by Junkerwerk.
- Orders are only binding for Junkerwerk if they have two legally binding signatures. Junkerwerk can reject acceptance and payment for deliveries which do not occur based on proper written orders. If there is any confusion at present or in future regarding an order, then the supplier must clarify them in writing with Junkerwerk.
- The hiring of a sub-contractor requires prior written consent by Junkerwerk.
IV. Prices - payment terms
- The price stated in the order is binding. In the absence of a deviating written agreement, the price shall include delivery “free to door”, including packaging.
- The prices are - unless otherwise stated - net plus the statutory value added tax.
- Changes due to subsequent increases in costs are excluded no matter what the reason unless expressly otherwise agreed.
- If the prices are not listed in the Junkerwerk order, then the supplier must state these in this order confirmation. In this case, the contract is only concluded once Junkerwerk confirms it in writing.
V. Delivery time
- The delivery dates and times in the order are binding and are calculated on the day of receipt of the supplier's written order confirmation at Junkerwerk.
- The supplier undertakes to inform Junkerwerk immediately in writing if circumstances occur or become known, which indicate that the confirmed delivery date cannot be adhered to. If he violates this information duty, then he is also liable for any delivery delays for which he is not responsible. An acknowledgement of the new delivery date is not given by providing the message nor by silence upon receiving this message.
- In case of delay in delivery, Junkerwerk is entitled to charge 0.5 % of the pro-rata contract amount per day of the delay for the outstanding share of delivery as a flat-rate for liquidated damages, however, in total not more than 5%. Further legal claims remain unaffected by this regulation in particular Junkerwerk remains entitled to demand compensation for damages instead of performance after fruitless expiry of a reasonable period and to withdraw from the contract. The supplier is entitled to prove that no or very little damage resulted due to the delay.
- If Junkerwerk is prevented to accept delivery due to force majeure or circumstances which cannot be averted by Junkerwerk despite reasonable due diligence (e.g. labour disputes, operating failures, unforeseen and unavoidable production shifts and other circumstances which cause a decrease in requirements), then Junkerwerk can request delivery at a later date without the supplier having any claims against Junkerwerk.
- A delay in acceptance of the delivery requires that the supplier sets Junkerwerk formally a deadline of at least two weeks to accept the delivery item. Delay in acceptance is only possible if Junkerwerk could not have refused the acceptance of the delivery item.
- If deliveries occur before the prescribed date, then Junkerwerk reserves the right to send the goods back at the supplier's risk or that Junkerwerk invoices the resulting costs (e.g. warehousing costs) to the supplier and to re-activate the invoice accordingly.
VI. Transfer of risk
- All shipments must be carried out at the supplier’s risk and costs to Junkerwerk. The sender must pay the shipping costs at the station of departure. Junkerwerk does not accept any expenses for transport insurance. If the supplier’s delay requires express or expedited shipments, then these additional costs will be borne by him. The goods must be packaged in accordance with the respective rail and shipping conditions.
- Every shipment requires a delivery note. The delivery note must contain detailed information on content, quantity as well as the Junkerwerk order number. Partial deliveries are only accepted upon prior explicit approval by Junkerwerk.
- Invoices must be sent separately from the delivery.
- Only the dimensions, weights and quantities determined by Junkerwerk can be used for the invoicing.
- Invoices can only be processed by Junkerwerk if they include order numbers/names as per the order specifications. The supplier is responsible for any consequences if this is not adhered to unless he can prove that he is not responsible for such an omission.
VIII. Quality - Execution directives
- The purchased item must have the properties or features shown in samples or in quality assurance agreements as the agreed characteristics.
- If the supplier receives from Junkerwerk drawings, samples or other requirements, then these are decisive alone for the type, quality and design of the goods to be delivered.
- If Junkerwerk requires work samples, then series production may only start upon written approval of the sample. Any concerns, which the supplier has with regards to the specifications by Junkerwerk must be reported to Junkerwerk in writing before the start of series production. In such cases, series production may only start after receipt of a further written approval by Junkerwerk.
- The delivered goods must comply with the valid legal accident prevention regulations, VDE regulations, relevant police regulations, other legal directives as well as recognized rules of technology as well as being suitable for Junkerwerk's valid product liability and safety-legal regulations.
IX. Liability for material defects
- Junkerwerk has the right to opt for either subsequent performance or new delivery. Junkerwerk has the right to rescind the contract, reduce the purchase price and to claim damages in lieu of performance, once the set reasonable period for subsequent performance lapsed without success.
- Junkerwerk has the right to claim reduction of the purchase price and damages in lieu of performance also in the event of negligible material defects.
- In the event of subsequent performance, the supplier shall also bear the expenses incurred due to the circumstance that after the delivery, the purchased item was brought to another place than the domicile or the business establishment of the recipient.
- Junkerwerk’s claims resulting from the liability for material damages shall become statute-barred upon three years as of the delivery of the contractually defined goods.
- As part of the manufacturer’s recourse, Junkerwerk is entitled to the statutory claims against the supplier without any restrictions.
- Junkerwerk is obliged to check the delivered goods according to § 377 HGB within a reasonable period regarding any material defects; the complaint is in time if the supplier receives it within 10 working days as of goods receipt or for hidden defects as of discovery.
X. Rescission of Contract - Damage Compensation
- If the supplier fails to comply with the obligations assumed in the order confirmation or does so in violation of the contractual commitments, then Junkerwerk may rescind the contract and claim damages in lieu of performance after the unsuccessful lapse of a reasonable period for performance.
- Junkerwerk has the right to rescind the contract particularly if the supplier violates its obligations pursuant to sec. II.2 and II.3.
- Junkerwerk’s right to rescind the contract will be applicable also if the supplier discontinues payments or files a petition for the institution of insolvency proceedings.
- The right to terminate with immediate effect for good cause remains unaffected in case of continuing obligations.
- The rights and obligations of the supplier under the contract are not assignable or transferrable, unless with Junkerwerk’s consent.
XII. Violation of Property Rights
- The supplier assumes the warranty that the goods it delivers do not violate any domestic or foreign industrial or other property rights. The supplier shall indemnify and hold Junkerwerk harmless in the interior relationship from or against all damage or other claims asserted against Junker resulting from the violation of this obligation.
- Place of performance shall be the place as specified by Junkerwerk; in the absence of such specification, the place of performance shall be Solingen, Germany.
- Jurisdiction for all disputes arising from this contract is Solingen.
- German law applies exclusively with the exclusion of the UN Sales Convention.
- If any of the provisions of the contract should be invalid, as a whole or in part, the validity of the remaining contract shall not be affected. In such a case, the invalid provision shall be replaced by a provision permissible by law adequate to achieve the spirit and purpose of the contract in a most equivalent manner.