ADR - Conditions of purchase

Conditions of purchase

General rules
1. These terms and conditions shall become part of this purchase contract as well as all future purchase contracts of A.D.R. Vertriebs GmbH with the supplier. Conflicting or deviating terms and conditions of delivery or other restrictions of the supplier are not recognised unless A.D.R. Vertriebs GmbH has expressly agreed to them in writing in the individual case.
2. Other agreements, amendments and subsidiary agreements are only valid if A.D.R. Vertriebs GmbH agrees to them in writing.
Offer
1. The supplier must adhere exactly to the inquiry in his offer and must expressly point out any deviations.
2. The offer must be free of charge and does not create any obligations for A.D.R. Vertriebs GmbH as the inquirer. Cost estimates shall only be remunerated by special agreement.
Order
1. Orders and changes to orders are made in writing. In case of doubt, the content of verbal and telephone meetings is only binding if it has been confirmed in writing. Orders and contracts are binding if they are made in writing or have been confirmed in writing. The offer can only be accepted within 14 days, unless otherwise agreed.
2. The Supplier shall immediately check the order for recognizable errors, ambiguities, incompleteness and unsuitability of the specifications selected by the Purchaser for the intended use and shall immediately inform the Purchaser of any necessary changes or clarifications of the order.
3. Each order and order change must be confirmed in writing by the supplier and treated separately in all correspondence.
4. All documents must indicate the Purchasing department, complete order number, date of order and sign of the purchaser.
Place and time of delivery
1. Place of performance and place of transfer of risk is the premisses gate of A.D.R. Vertriebs GmbH.
2. The delivery periods or dates stated in orders are binding and are to be understood as arriving at the place of performance.
3. The delivery period shall run from the date of receipt of our order. As soon as the supplier can assume that he will not be able to fulfill his contractual obligations in whole or in part, or not in time, he must inform the purchaser immediately, stating the reasons and the expected duration of the delay. If the Supplier fails to do so, he may not invoke the impediment towards the Purchaser.
4. If the supplier does not fulfill within the agreed delivery time, he shall be liable following the statutory provisions for all damages incurred by A.D.R. Vertriebs GmbH due to the delay. Any agreed contractual penalty for the case of delayed delivery remains unaffected.
5. Transport costs, including packaging, insurance, and all other ancillary costs, shall be borne by the supplier unless expressly agreed otherwise.
6. The values determined during the incoming goods inspection are binding for dimensions, weights and quantities of a delivery.
Quality, warranty, notification of defects and liability
1. The supplier must guarantee that the delivered goods are not plagiarisms, i.e. forgeries or imitations of original branded goods. Furthermore, the supplier must ensure and bears the legal responsibility for ensuring that original branded goods offered are also accepted by the manufacturer and trademark owners are released for the EU market and Germany. If branded goods not released for the EU market and Germany is offered, the A.D.R. Vertriebs GmbH is entitled to withdraw from the contract. In such a case the supplier shall be obliged to inform A.D.R. Vertriebs GmbH of the delivery (e.g. confiscation, claims for damages, costs of omission, costs for warnings, contractual penalties, etc.) within 1 month from the knowledge of the damaging event and the assertion of the claim by A.D.R. Vertriebs GmbH.
2. A.D.R. Vertriebs GmbH reserves the right to inspect the goods immediately upon receipt for obvious and visible defects and only to accept them afterward. In the event of a complaint, the supplier can be charged with the costs of the inspection and the replacement delivery. For each type of defect, the period for notification of defects is 14 days from the time of their detection. During the warranty period, the supplier waives the right to object to the late notification of hidden defects.
3. The supplier warrants that the delivery item has no defects impairing its value or suitability, has the agreed or guaranteed quality, is suitable for the use presupposed under the contract, complies with the generally recognized rules of technology, the latest regulations of the authorities, the Equipment Safety Act, the currently valid safety requirements and the occupational safety and accident prevention regulations.
4. In the event of defective delivery, the contractor shall, at the discretion of A.D.R. Vertriebs GmbH, provide a replacement free of charge, grant a price reduction following of the statutory provisions on reduction or to remedy the defect free of charge. If the delivery item is completely renewed, the the limitation period again; in the case of partial renewal, this shall apply to the renewed parts. The new start of the limitation period shall not occur if the supplier recognisably does not act in recognition of his obligation to remedy defects.
5. If the supplier has given a guarantee for the quality or durability of the delivery item, the customer may also assert claims under the guarantee in addition to the guarantee.
6. The statutory periods of limitation shall apply, but the supplier's warranty obligation shall be at least 12 months from delivery at the place of performance unless expressly agreed otherwise.
7. The supplier's warranty also extends to parts manufactured by sub-suppliers.
8. In the event of notices of defects, the period of limitation shall be extended by the period between the notice of defects and the elimination of the defect. If the delivery item is completely renewed, the period of limitation shall start again; in the case of partial renewal, this shall apply to the renewed parts.
9. The parts complained about under warranty remain at the disposal of the purchaser until replacement and become the property of the supplier by replacement. The Supplier shall be liable for replacement deliveries and repair work to the same extent as for the original delivery item, i.e. also for transport, travel and labor costs, without limitation thereto.
10. In urgent cases, if rectification of defects by the supplier cannot be waited for, as well as in case of default of the supplier despite setting a grace period or in case of the final failure of the rectification of defects, the purchaser may rectify the defects at the expense of the supplier or resort to the other warranty rights.
11. The Supplier's warranty obligation shall not be affected by the acceptance of the deliveries and services by the Purchaser.
12. The Supplier shall indemnify the Purchaser against claims arising from the manufacturer's liability as well as from the Product Liability Act, insofar as the Supplier or its supplier has caused the product defect triggering the liability. The supplier is obliged to reimburse reasonable costs for a recall action based on the product liability law.
13. In all other respects the supplier shall be liable following the statutory provisions.
14. The supplier shall indemnify A.D.R. Vertriebs GmbH on the first request from all claims of third parties which are raised due to defects, infringement of third party property rights or product damage of his delivery due to his share of the cause. The supplier guarantees the existence of an appropriate product liability insurance.
15. In the event of an agreed contractual penalty for delay in delivery, the claim to a contractual penalty shall remain valid for 6 months after acceptance of the delivery, even if it is not expressly asserted upon acceptance of the delivery. Further claims shall likewise remain in force without any special reservation upon acceptance.
Prices and terms of payment
1. Agreed prices are maximum prices. Price reductions in the period between order and delivery to A.D.R. Vertriebs GmbH (day of delivery) are to be passed on to A.D.R. Vertriebs GmbH.
2. Price increases are only permissible after written confirmation by A.D.R. Vertriebs GmbH.
3. Invoices must be issued immediately after dispatch of the goods, stating the order and article number. The value-added tax is to be shown separately.
4. Payment shall be made subject to proper delivery as well as the correctness of price and calculation. A defect covered by warranty determined by A.D.R. Vertriebs GmbH shall entitle A.D.R. Vertriebs GmbH to withhold or reduce payment until the defect has been remedied.
5. Invoices shall be settled within the agreed payment period.
Set-off and assignment
The assignment of claims against A.D.R. Vertriebs GmbH is only effective with its written consent.
Information and data
All documents and materials that A.D.R. Vertriebs GmbH has provided to the supplier to submit an offer or execute an order remain the property of A.D.R. Vertriebs GmbH. The documents provided may not be used for other purposes, duplicated or made accessible to third parties and must be stored with the care of a prudent businessman.
Shipping instructions
1. The supplier is obliged to inform A.D.R. Vertriebs GmbH in writing of the date of delivery of the consignment at least 3 days before its arrival. The Supplier must send a detailed dispatch note for each shipment on the day of dispatch, separate from the goods and invoice. The delivery shall include Include delivery note and packing slip. In the case of shipment by ship, the name of the shipping company and the ship must be stated in the shipping documents and invoice. The supplier is further undertakes to notify the material type and mass (number of pieces, quantity and weight) of the packaging of the delivery as an appendix to the delivery note. The supplier shall select the most favorable and suitable means of transport for the customer. In all dispatch notes, delivery notes, packing slips, bills of lading, Invoices and on the outer packaging etc., the order references and details of the unloading point prescribed by the purchaser must be stated in full.
2. The supplier is liable for damages and bears the costs arising from non-compliance with these regulations. He is also responsible for compliance with these shipping instructions by his subcontractors.
3. All consignments that cannot be accepted due to non-compliance with these regulations shall be stored at the expense and risk of the supplier. The purchaser is entitled to determine the content and condition of such consignments. Tools and equipment may not be loaded together with delivery items.
Invoice and payment
1. Invoices must correspond to the order in expression, the order of text and prices. Any increased or reduced performance must be listed separately in the invoice.
2. Payment periods start from the specified date, at the earliest from the receipt of goods and invoices. Payment by bank transfer shall be deemed to have been made as soon as the debtor instructs his bank to make the transfer to the supplier, provided there are sufficient funds in the account.
3. The payment does not imply any acceptance of conditions and prices. The time of payment does not influence the supplier's warranty or the right to complain.
Patent and property right infringements
The supplier shall be liable for ensuring that the delivery and use of the delivery items do not infringe patents, licenses, trademarks or industrial property rights of third parties. The supplier shall bear any license fees.
Data protection
The contractor declares his revocable consent to the processing of personal data provided following the statutory provisions.
Applicable law, interpretation of clauses etc.
German law applies.
Origin of goods
The delivered goods must meet the conditions of origin of the preferential agreements of the EEC unless the order confirmation expressly states otherwise.
Agreement on jurisdiction
If the supplier is a merchant, Kleve shall be agreed as the exclusive place of jurisdiction.
Severability clause
Should individual provisions of these terms and conditions of purchase be or become invalid, the remaining provisions shall remain valid. The ineffective clause shall be replaced by a clause which is following the sense of the ineffective clause and which complies with the law.

Updated: Moers 15.11.2010