General Purchase Terms
These General Purchase Terms shall apply to all business relations with our Suppliers, including those in the future. Supplier's terms that conflict with or deviate from our Purchase Terms shall be binding for us only if and insofar as we accept them in writing for the conclusion of the respective Agreement.
All covenants made between us and the Supplier for the purpose of performing the Agreement shall be expressed in writing in this Agreement.
Our Purchase Terms shall apply only to entrepreneurs in the sense of §310, para. 1 of the German Civil Code.
2. Order - Acceptance - Cancellation in Case of Decreased Demand
Only orders submitted in writing on our order forms and properly signed shall have validity. This shall also apply to supplements and changes to orders. Orders made orally, by telephone, or facsimile shall invariably require subsequent verification in writing.
We expect the acceptance of the order within five days of the date of the order.
In the event of force majeure resulting in decreased demand, we shall be authorized to cancel the order partially or completely. Insofar as at the time of the cancellation on the part of the Supplier costs have already been incurred or are incurred as a result of the cancellation, the Supplier shall be authorized to demand appropriate reimbursement of expenses including a prorated profit.
3. Shipping - Delivery Dates
The delivery time specified in the order is binding. The Supplier shall be obligated to inform us without delay in writing should any circumstances occur or become apparent to him that can lead to inability to adhere to the stipulated delivery time.
In the event of a delay in delivery, we can avail ourselves of the statutory rights. In particular, after an appropriate period of time has passed without results, we shall be authorized to demand damages in lieu of the service. Should we demand damages, the Supplier is entitled to demonstrate to us that he is not liable for the breach of performance.
Insofar as nothing to the contrary has been agreed, the merchandise shall be shipped at the Supplier's expense and risk. Every merchandise delivery shall include a delivery note that includes the order number, Peter Brehm item number, and item description of the merchandise.
The Supplier shall be obligated to take back free of charge all packaging for the products supplied (shipping packaging, outer packaging, retail packaging) pursuant to the statutory provisions or to pick them up at a collection point we have established.
4. Prices - Terms of Payment
Insofar as nothing to the contrary follows from it, the prices stated in the order shall be fixed prices. In the absence of a written covenant to the contrary, the price shall include delivery free of charge including packaging.
We can only process invoices if, pursuant to the stipulations of our order, they include the order number specified there; the Supplier shall be responsible for all consequences arising from failure to comply with this obligation insofar as he does not demonstrate that he is not liable for them.
In the case of shipments from a non-EU country, a declaration of origin must be included on the invoice.
We pay invoices after the delivery date, delivery including documentation and inspection certificates and receipt of invoice within 30 days net, and within 14 days at 3% discount.
All payments shall be made exclusively to the contracting party. Payment transfers to third parties are disallowed, as are pledges.
5. Retention of Title
Upon complete payment of the merchandise from the Supply Agreement, the ownership of this object passes to us. No extension of the retention of title by means of a current account or other form of title retention shall apply.
We are obligated to inspect the merchandise for deviations in quality and quantity and give notice of defects within a reasonable period; the notice shall be deemed timely insofar as it is received by the Supplier within a period of 5 days after receipt of merchandise or, in the case of hidden defects, after their discovery.
The statutory claims arising from defects shall be available to us in their entirety; in any case, we shall be entitled to demand from the Supplier, at our option, that he remedy the defect or deliver a new item. The right to demand damages in lieu of the service is expressly reserved. Should we demand damages, the Supplier is entitled to demonstrate to us that he is not liable for the breach of performance. Return shipments of rejected products to the Supplier shall be free of charge for us.
Furthermore, we shall be entitled to remedy the defects ourselves at the Supplier's cost in cases of imminent danger or particular urgency.
For processing complaints, we shall charge the Supplier a flat rate processing fee for our expenses, which shall be staggered as follows:
|Merchandise value without value-added tax||Processing fee|
|up to € 599,99€||€ 30,00|
|from € 600,00 to € 1.999,99||5 % of merchandise value|
|over € 2.000,00||€ 100,00|
The statute of limitations according to §438 of the German Civil Code shall apply. Shortening is not permissible.
7. Product Liability, Indemnification, Liability Insurance Coverage
The Supplier, insofar as he is responsible for product defects, shall be obligated to indemnify us against damage claims of third parties at our first request, as the cause lies within the scope of his dominion and organization and he himself is liable vis-à-vis third parties.
Within the scope of his liability for such damage claims, the Supplier shall also be obligated to reimburse costs that may arise from or in connection with a product recall. With respect to the content and extent of the recall measures to be undertaken, we shall, insofar as it is possible and reasonable, inform the Supplier and give him the opportunity to make a statement. Other statutory claims shall not be affected.
The Supplier undertakes to maintain product liability insurance with an appropriate amount of coverage per personal injury and/or property damage claim - all-inclusive; should we be entitled to further damage claims, these shall remain unaffected.
8. Property Rights
The Supplier further warrants that no property rights of third parties within the Federal Republic of Germany have been infringed upon in connection with his delivery. Should we become subject to a claim made by a third party in this connection, the Supplier shall, at our first written request, undertake to indemnify us against these claims; this indemnification obligation on the part of the Supplier shall apply to all costs incurred by us that necessarily arise from or in connection with the claims of a third party. The limitation shall be ten years from the conclusion of this Agreement.
The Supplier shall undertake to treat the order and the work resulting from it, including all related documents, devices, operating resources, etc. as confidential. The covenants regarding confidentiality that have been concluded separately with the Supplier shall apply.
10. Trademark Protection
The Supplier undertakes that merchandise items bearing our brands, packaged in packaging with our name or our brand, or manufactured with any stipulated other appearance that is specific to us, shall be delivered exclusively to us.
11. Final Provisions
The law of the Federal Republic of Germany shall apply to all legal relations between us and the Supplier; UN purchase law shall be excluded. The place of performance and place of jurisdiction is our business domicile; however, we shall be authorized to sue the Supplier at the court of jurisdiction of his domicile as well.
Current as of October 2010