General Conditions of Purchase of OEG GmbH
The following conditions of purchase apply to all OEG GmbH orders to suppliers:
As of: February 2019
1. General information - scope
1.1 Our general conditions of purchase apply exclusively. Any opposing conditions set by the supplier, conditions that differ from our conditions of purchase or conditions that supplement these will only be recognised if we have expressly approved of their validity. Unreserved acceptance of the delivery by us does not constitute acknowledgement of the supplier’s general terms and conditions.
1.2 These conditions of purchase only apply to transactions with contractors in accordance with § 14 BGB.
1.3 Our conditions of purchase as amended also apply to all future transactions with the supplier. Please visit www.oeg.net/company/general-conditions-of-purchase for the General Conditions of Purchase.
2. Conclusion of contract
We are entitled to revoke our order without incurring any costs unless the supplier confirms the order unchanged within 10 days after the supplier receives the order (decisive for the timeliness is the receipt of the confirmation at our house).
3. Delivery dates / Delay in delivery / Settlement
3.1 The supplier is obliged to exactly comply with the agreed delivery time. The delivery dates specified in the order are binding fixed dates.
3.2 In case of a delay in delivery we are entitled to our legal rights without restrictions. Decisive for the observance of the deadline is the receipt of the goods at our house or at a different place of performance agreed upon.
3.3 We are also entitled to the afore-mentioned rights if a partial delivery does not take place in due time.
3.4 The supplier is obliged to inform us immediately if any circumstances occur or become apparant to the supplier which prevent or may prevent him from complying with the set delivery dates.
3.5 The supplier is entitled to render partial deliveries and partial services only after our explicit prior consent.
3.6 The signing of a delivery note shall not represent any acknowledgment of the delivered goods as being pursuant to a contract. Even now, we reserve the right to demand any agreed contractual penalty for insufficient fulfillment (§ 341 BGB) (despite the acceptance of the delivery and the signing of the delivery note).
3.7 Every delivery must include a delivery note specifying our order number and the contents according to type and quantity.
3.8 The delivery of the goods is usually executed in customary non-returnable standard packaging. When using returnable packaging, the supplier has to provide the packaging by way of lending. The return of the packaging will be at the supplier’s expense and risk. If we explicitly declare that we will exceptionally agree to defray the packaging costs, these must be invoiced at a proven cost price.
3.9 A technical description and a user manual must be added to the delivery of devices free of charge. With software products, the delivery obligation is only fulfilled when the complete (system and user) documentation is also handed over. In case of programs specially created for us, the program in source code must also delivered.
3.10 If the supplier performs deliveries or services on our premises, the supplier is obliged to observe the notes on safety, environment and fire protection for external parties as amended.
4. Transfer of risk and retention of title
4.1 Risk of delivery without assembly or installation passes to the customer only on receipt at the delivery address given by us and on delivery with assembly or installation only after successful completion of assembly and installation and the corresponding acceptance by us. Commissioning or use do not replace the declaration of acceptance.
4.2 The ownership of the delivered goods passes to us after paying for the components and/or according to the legal provisions for installation/mixing. Any prolonged or extended retention of title is excluded.
5. Warranty, inspection and notification
5.1 The supplier provides warranty in unrestricted, legal scale.
5.2 Obvious defects will be notified by us within a week from the delivery to us or at the place of delivery specified by us. Hidden defects will be notified by us within a week after the discovery of the defect. To obtain our rights, the dispatch of the timely notification of defects will suffice.
5.3 The return of objected goods is carried out at the expense of the supplier. The necessary packaging will be charged at our costs.
5.4 The guarantee obligation is 36 months from the transfer of risk.
6. Payment, assignment, subcontractor, set-off
6.1 All invoices must be sent to us immediately after performance including exact details.
6.2 Payment dates start from the receipt date of the invoice. If the ordered item or the documents belonging to the order are received after the invoice, that receipt will determine the start of the payment period.
6.3 Payment is made – if nothing to the contrary is explicitly agreed upon - before the 30th of the month following the payment deadline with a discount of 3%.
6.4 Without our prior, explicit consent, the supplier is not entitled to assign his claims against us or to instruct third parties to collect payment. In the case of a (simple, others are excluded) retention of title, the permission is considered to be granted.
6.5 We reserve all legal set-off and retention rights.
6.6 Set-off by the supplier is only permitted with claims that are indisputed or legally binding.
6.7 The supplier is only entitled to the legal right of retention because of indisputed or legally binding claims.
6.8 The supplier is only allowed to make subcontracts with our explicit consent, unless they are merely contracts for the supply of merchantable components. Any supply requests concerning the type and quantity of the requested goods and the delivery schedule are binding.
7. Manufacturing equipment
7.1 Any manufacturing equipment provided by us (samples, moulds, films, drawings, etc.) remain in our ownership and must be returned to us in orderly condition without the need for a special request after the order has been processed. The manufacturing equiment must be treated as confidential and may only be used for the execution of our orders. The suppier is obliged to only reproduce our manufacturing equipment if this is necessary for the execution of our orders. Pieces of reproduction must be returned to us after the order has been completed or be destroyed after our request at supplier’s expense.
7.2 Manufacturing equipment pursuant to paragraph 7.1 must not be supplied to third parties, surrendered to them nor otherwise made accessible. This also applies if we have refused the acceptance of defective pieces or if we do not place any further orders.
7.3 The supplier is liable for all damages due to the infringement of our property and industrial property rights.
8. Property rights
8.1 The supplier is entitled to pass the delivery item to us free from third-party rights. The supplier is liable to ensure that by the delivery, use and operation of the offered items no patents or other property rights of third parties will be infringed.
8.2 The supplier is obliged to exempt us from all possible claims should they be made against us for infringements of third-party rights. This also includes the adequate costs for the legal defense.
9. Safety of technical equipment
The supplier is responsible for ensuring that on the delivery of machines, tools and machine spare parts, these will comply with the regulations valid for operation in the Federal Republic of Germany and at the contractually intended destination/place of application, especially with the safeguard provisions for machines, VDE directives, German TÜV guidelines and professional association guidelines as well as official requirements.
10. Regulations, environmental standards
The supplier explicitly warrants that the goods supplied by him comply with all legal and official provisions valid at the destination, with European standards and particularly with safety and environmental regulations.
11. Import and export regulations, customs
11.1 Imported goods must be delivered duty-paid. At his own expense, the supplier is obliged to make all declarations required by laws, provisions, directives and official orders and to give information, to permit inspections by customs authority and to provide necessary official confirmations.
11.2 The supplier is obliged to inform the customer in detailed text form about possible authorisation requirements with (re-) exports according to German, European and US-American export and customs regulations as well as export and customs regulations of the country the goods and services are from. At his own expense, he is obliged to render any required declarations and to give information, to permit inspections by customs authorities and to provide required official confirmations or other necessary documents which are required for the import customs clearance of the goods. Possible delays caused by missing or insufficient declarations, information or documents of the supplier will be borne by the supplier.
12. Liability, product liability, insurance
12.1 The supplier is liable for damages in legal scale without limitation.
12.2 In case of a product defect, the supplier is obliged to indemnify us from any third-party damage compensation claims upon initial request in so far as the cause is to be found in their territorial and organisational area and as he is personally liable to third parties. This does not apply if the supplier is not responsible for the product defect.
12.3 The supplier is obliged to maintain a product liability insurance policy with a sum insured of at least 5 million EUR per personal injury, damage to property for the duration of the contracts (that means until the respective warranty period expires). This does not affect our claims for damages.
13. General regulations
13.1 Should the supplier cease his payments or should bankruptcy proceedings be filed or initiated regarding his assets, we will be entitled, irrespective of other rights, to withdraw from the part of the contract which has not been fulfilled.
13.2 The relations between the supplier and us, these terms and conditions, all contracts concluded within their scope as well as all consequential or connected claims are exclusively subject to the right of the Federal Republic of Germany. The application of the international uniform trade law (CISG, UN trade law) and the conflict of laws of international private law (especially Rom I) is excluded.
13.3 The supplier’s personal data are stored in so far as this is required for the course of our business dealing.
13.4 The place of performance for all deliveries and services of the supplier is Hessisch Oldendorf, Germany.
13.5 Exclusive venue is Hessisch Oldendorf, Germany