MEIKO Maschinenbau GmbH & Co. KG, Englerstr. 3, D-77652 Offenburg
Telefon: +49 (0)781 203 0, Fax: +49 (0)781 203 1179, E-Mail: firstname.lastname@example.org
1. General provisions
All contracts, supplies and services are exclusively subject to the following Terms & Conditions of Purchase. By acknowledging these Terms & Conditions of Purchase as binding for the first delivery, the Supplier also agrees that they shall apply to all future contractual relationships. Any terms and conditions of sales and delivery stipulated by the Supplier that deviate from these Terms & Conditions of Purchase shall not be applicable unless they have been confirmed by us in writing. By forwarding these Terms & Conditions of Purchase we hereby expressly reject any terms and conditions of sales and delivery stipulated by the Supplier.
All offers must be provided free of charge. No compensation shall be payable for cost estimates. Any costs that may potentially be incurred in drawing up such estimates must be approved by us in advance.
2. Conclusion of contracts
Orders shall only be valid if submitted in writing. Orders submitted in any other form shall only be valid if confirmed by us in writing. If we fail to receive written confirmation of our order from the Supplier within 14 days of the date of the order, we shall be entitled to revoke our order without any recourse or right to claim damages on the part of the Supplier.
3. Content of the contract
The content of the contract shall be solely determined by our order. Any requests for changes must be submitted to us in writing. No changes whatsoever shall be permitted unless they have been approved by us in writing. Even after conclusion of the contract, we shall be entitled to request changes to the delivery item if such changes can be reasonably expected of the supplier.
Orders submitted by us to the Supplier shall exclusively be executed by the Supplier itself. The Supplier may only subcontract the order in part or full with our prior written consent.
4. Delivery period
The agreed delivery dates and deadlines are binding. Compliance with these dates or deadlines shall be determined by the time at which the goods are received at the point of acceptance or use specified by us.
Should the Supplier become aware of any circumstances indicating that an agreed deadline or time limit cannot be met, the Supplier shall notify us of this fact in writing without delay indicating the reasons and anticipated duration of the delay.
Should the Supplier fail to meet the agreed delivery dates and deadlines due to circumstances for which the supplier is responsible, we shall be entitled to compensation from the Supplier for the damage resulting from the delay in performance once a reasonable period of grace stipulated by us has elapsed without any satisfactory result. We shall also be entitled to withdraw from the contract and claim compensation for damages.
Should the Supplier be unable to meet the agreed dates and deadlines due to circumstances for which the supplier is not responsible, such as force majeure or industrial action, the parties shall be obliged, as far as is reasonable, to adjust their obligations in good faith to take into account the change in circumstances. We shall nevertheless be relieved of our obligation to take delivery of the goods ordered and shall be entitled to revoke the contract in this respect if, in view of the delay caused by the passage of time, the goods ordered are no longer of economic value to us.
The Supplier shall only be entitled to claim that it has not received essential documents that we were due to supply if the Supplier did not receive such documents within a reasonable period despite sending a written reminder.
If goods are delivered earlier than agreed, we reserve the right to return them at the Supplier's expense. If we choose not to return goods which have been delivered early, the goods shall be stored at the Supplier's expense and risk until the agreed delivery date. The date on which the payment owed by us is due shall be determined on the basis of the contractually agreed delivery date.
We shall only accept partial deliveries if expressly agreed in writing. If partial delivery has been agreed, the quantity remaining after delivery shall be specified by the Supplier.
5. Prices, shipping, packaging
The agreed prices are fixed prices and exclude subsequent claims of any kind. They include all the costs of packaging and shipping to the point of acceptance or use specified by us as well as the costs of customs procedures/clearance and customs duties. If no prices are specified in the order, the Supplier's current list prices less any customary discounts shall apply. The type of pricing shall not in any way affect the agreement regarding the place of performance.
Each delivery shall be reported to us immediately after execution by means of a notification of dispatch, which must be broken down according to type, quantity and weight. Our order and item number must be stated in all correspondence and on all notifications of dispatch, shipping documents and invoices.
Shipping shall be at the Supplier's risk. The Supplier shall bear any risk of deterioration, including the risk of accidental loss or destruction, up to the point of acceptance or use indicated by us.
The delivery shall be packed in a manner that prevents damage during shipping.
Please note the following requirements:
I. The goods shall only be delivered on undamaged Euro pallets or in EU box pallets as per DIN 15155.
II. The goods shall not exceed a maximum gross weight of 500 kg. Exceptions must be requested in writing and approved by us in advance!
III. The load carriers must conform to the following dimensions:
Load carrier A: WxDxH 1200x800x 500 Height incl. pallet
Load carrier B: WxDxH 1200x800x1000 Height incl. pallet
Load carrier C: WxDxH 1240x835x970 EU box pallet DIN 15155
The packaging materials and packaged goods may not exceed the outside perimeters of the load carrier!
Any exceptions must be requested in writing and approved by us in advance!
Goods sent by parcel service are not subject to these requirements.
Packaging materials are only to be used to the extent necessary for this purpose. Only environmentally-friendly packaging materials may be used. If we are billed for packaging material in accordance with a separate, contractual agreement, we shall be entitled to return the packaging materials that are in good condition to the Supplier free of shipping charges and against reimbursement of the value specified in the invoice.
In the event that we have contractually agreed to pay the shipping costs, we shall cover these costs up to the value contractually agreed in customer tariff table 1.
The Supplier shall bear the cost of any insurance for goods in transit.
6. Invoicing and payment
Invoices shall be rendered in duplicate and submitted to us complete with all the associated documents and data subsequent to delivery.
Payment will be effected in the usual commercial way either within 14 days at a 3% discount or 30 days net, in both cases calculated from the date of invoice receipt.
Insofar as it has been agreed that the Supplier shall provide us with material testing certificates, these form an integral part of the delivery and are to be submitted to us together with the invoice no later than 10 days after the date of invoice. The payment period shall not commence until the agreed certificate has been received.
In the case of defective or incomplete delivery, we shall be entitled to withhold payment in full or in proportion to the pro-rata value until delivery or performance has been duly effected. We shall only be obliged to make payment in advance if this has been contractually agreed and if the Supplier has provided us with a performance bond issued by a domestic bank.
7. Liability for defects of quality, warranty, conformity, RoHS, Reach
The Supplier warrants that all the goods delivered comply with the latest state of the art and with all pertinent legal and technical provisions, especially the regulations and guidelines issued by public authorities, professional bodies and trade associations. In particular, the products must comply with the stipulations of the most recent versions of the RoHS and REACH directives.
In compliance with the Machinery Directive 2006/42/EC, products falling under the definition of complete and incomplete machines are required to have a conformity assessment, documentation, conformity certification and CE marking. Incomplete machines must be provided, at the minimum, with a risk assessment including assembly instructions and a declaration of incorporation.
Should any deviations from these provisions and guidelines be necessary in exceptional cases, the Supplier shall obtain our prior written consent for said deviations. Liability for defects of quality shall remain unaffected by the granting of any such consent. If the Supplier has any reservations concerning our desired mode of execution, the Supplier shall immediately notify us of these reservations in writing.
The Supplier agrees to use environmentally-friendly products and processes in respect to the goods delivered by the Supplier – including deliveries from subcontractors and ancillary services rendered by third parties – to an extent that is economically and technically feasible. The Supplier accepts liability for the environmental compatibility of the delivered products and packaging materials as well as for all damages and costs resulting from the Supplier's failure to comply with mandatory waste disposal requirements. At our request the Supplier is obliged to submit a certificate of inspection for the goods that form part of the delivery item.
The period of liability for quality defects is 24 months, commencing from the date on which the defect of quality is ascertained by us. In the case of component parts – i.e. devices which are mounted in our products in an unprocessed and unmodified form, such as motors, pumps, valves, etc. – the period of liability for quality defects shall not commence until our product is first put into operation by the end user.
The provisions of § 377 of the German Commercial Code (HGB) and § 442 of the German Civil Code (BGB) are waived subject to the proviso that our entitlement to claim compensation for defects of quality remains entirely unaffected even in the event of accepting an evidently faulty or incomplete delivery.
In the case of work performed by the Supplier, the period of liability for defects of quality shall commence with the acceptance of the work. If acceptance is delayed through no fault of the Supplier, the period of liability for defects of quality shall commence from the point at which the delivery item is presented for acceptance.
Should defects of quality arise during the period of liability for defects of quality, the Supplier shall be obliged to remedy the defect or replace the goods. We shall be entitled to decide if the defect should be remedied through repair or if the Supplier should provide a substitute delivery of goods that are free from defects. We reserve the right to assert claims for any other statutory entitlements – for example compensation for damages or reimbursement for loss – in addition to the right of repair or replacement.
Should the Supplier fail to meet its obligation to repair or replace the defective goods within the period specified by us, we shall be entitled to undertake the necessary measures ourselves or have these carried out by a third party, in both cases at the expense and risk of the Supplier. This does not affect the Supplier's liability for defects of quality.
8. Corporate Social Responsibility / compliance
Within the framework of its corporate social responsibility policy, the Supplier warrants that it will adhere to covenants on human rights and ILO core labour standards and demonstrate zero tolerance in regard to discrimination, forced labour and child labour in both the manufacturing of its products and the provision of services. The Supplier hereby confirms that it will neither tolerate nor engage in any form of bribery or corruption whatsoever. The order shall only be filled with goods that have been procured or manufactured in accordance with the minimum requirements mandated by the ILO core labour standards.
Please consult the website of the International Labour Organization (ILO) for details: www.ilo.org/berlin/arbeits-und-standards/kernarbeitsnormen/lang--de/index.htm
The Supplier shall abide by the provisions of the German Minimum Wage Act (Mindestlohngesetz - MiLoG) and remunerate its employees in accordance with the law.
9. Product liability
In the event that a claim is asserted against us under the provisions of domestic or foreign product liability regulations or laws on account of a product deficiency due to defects in the goods delivered by the Supplier, the Supplier shall be obliged to indemnify us to the extent that the claims are attributable to a defect in the components supplied by the Supplier. This right of indemnity also includes the costs of a precautionary recall campaign.
To ensure it meets its obligation to indemnify, the Supplier shall mark the products it supplies to us in such a manner that they remain at all times identifiable as the Supplier's products.
The Supplier shall carry out quality assurance procedures appropriate to the current state of technology and prevailing statutory requirements and shall provide evidence thereof to us upon request. Furthermore, the Supplier shall maintain appropriate and adequate insurance to cover all risks arising from product liability, including the risk of recall, and shall furnish us with proof of this insurance on request.
10. Intellectual property rights
1. The Supplier warrants that no third-party rights are infringed by the goods and/or services it supplies nor by the use or exploitation of said goods and/or services. This applies in particular to intellectual property rights such as patents, trade marks, registered designs, copyright, design rights, etc. In the event of any such infringement of third-party rights the Supplier shall also be liable for damages unless the Supplier is not responsible for said infringement.
2. Should a third party assert a claim against us for an infringement of rights for which the Supplier has accepted liability and indemnified us under § 10.1 (2), then the Supplier shall release us from said claim for damages with immediate effect upon receiving our first written request to do so.
3. The Supplier's obligation to indemnify stipulated in § 10.2 refers to all costs which we are required to incur due to or in connection with claims asserted by a third party.
4. Should a third party assert a claim against us in relation to third-party rights as per § 10.1, the Supplier agrees to support us at its own expense and to the best of its abilities in defending ourselves against said claim.
5. The Supplier shall inform us without delay of any third-party intellectual property rights that are known to the Supplier and/or that become known to the Supplier which could be infringed by the use or exploitation of the goods and/or services furnished by the Supplier. Prior to furnishing its services and/or delivering its goods, the Supplier shall investigate the situation regarding intellectual property rights to determine whether there is any risk of infringing trade marks, design rights or patents (utility models) in the Federal Republic of Germany and shall forward this information to us in writing for our attention on request.
11. Privacy and data protection
The Supplier is aware that its personal data will be stored by us on data carriers.
The Supplier shall treat the conclusion of the contract as confidential; the Supplier may only refer to its business relationship with us in its advertising if it has obtained our prior written consent to do so. Moreover, the Supplier undertakes to treat as confidential all commercial and technical details not in the public domain of which it becomes aware due to its business relationship with us. The Supplier shall impose a corresponding obligation on its subcontractors.
The Supplier agrees not to enter into any relationship with competitors of the company MEIKO (dishwasher/warewasher industry, disinfection industry) for the duration of our business relationship unless it has obtained our prior written consent. Should our business relationship come to an end, this obligation shall continue to apply for at least two years. The Supplier is prohibited from forwarding any MEIKO-specific data, documents or samples.
13. MEIKO "know-how"
MEIKO-specific components, components from MEIKO tools, parts made from MEIKO moulds, custom-made parts of the company MEIKO and parts co-developed and/or modified by MEIKO may only be sold to the company MEIKO in Offenburg.
If any provision of these Terms & Conditions of Purchase or any part of such provision is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions nor of the contract as a whole. We and the Supplier are obliged to replace the invalid or unenforceable provision by a valid and enforceable provision, the effect of which comes as close as possible to the intended effect of the invalid or unenforceable provision, provided that such replacement does not result in any material change to the content of the contract.
15. Choice of law, place of performance, place of jurisdiction
The contract is subject to the law of the Federal Republic of Germany, including in the case of foreign suppliers.
The place of performance for the obligations of both parties under the contract is Offenburg.
The place of jurisdiction for all disputes under this contract, including bills of exchange and cheque proceedings, is Offenburg.