General Terms and Conditions of Purchase
For goods and services supplied by CANDY POLSTERMÖBEL GMBH, CARINA POLSTERMÖBEL-VERTRIEBS GMBH and 3C HOLDING GMBH
Download the General Terms and Conditions of Purchase as a PDF
I. General Provisions
1.1. These
General Terms and Conditions of Purchase apply to all orders and contracts placed with the companies of the 3C Gruppe: Candy Polstermöbel GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
; Carina Polstermöbel-Vertriebs GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
; Candy Sleep GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
; 3C Holding GmbH, Am Jägerheim 1c, D-33378 Rheda-Wiedenbrück
Tappol Sp. z.o.o, Słonawy 33A, PL-64-600 Oborniki and
Lind Mobler Slovakia, s.r.o, Priemyselná 2002/6, SK-Krupina 963 01 (hereinafter referred to as the ‘Client’, even if only one of the named companies is concerned) shall be governed by the following terms and conditions, unless expressly agreed otherwise or required by law. The terms and conditions of the contractor or supplier (hereinafter referred to as the ‘Contractor’), including their general terms and conditions, order confirmations or other terms of sale, shall not be recognised unless the Client has agreed to their validity in writing. Unconditional acceptance of order confirmations or deliveries does not constitute acceptance of such terms and conditions.
1.2. Orders and contracts are only binding if they are placed in writing or in an equivalent form, by email or via the Client’s electronic portals designated for this purpose. Verbal agreements, undertakings and declarations of any kind require confirmation, which may also be provided in one of the forms mentioned in the previous sentence.
1.3. These General Terms and Conditions of Purchase of the Client shall also apply to all future transactions with the Contractor.
1.4. The Client reserves ownership and copyright in any drawings, samples and specifications submitted with the order and forming part of the order; these must not be made available to third parties without the Client’s express written consent.
1.5. These Terms and Conditions of Purchase apply irrespective of the legal nature of the contract concluded with the Contractor, i.e. they apply to contracts of sale, contracts for work and labour, contracts for work and materials, and service contracts, as well as to all other contractual relationships under which the Client receives deliveries from the Contractor or utilises the Contractor’s services of any kind.
1.6. For the interpretation of internationally recognised contractual terms, the Incoterms in the version valid on the date of the respective contract shall apply, provided they do not deviate from these General Terms and Conditions of Purchase.
1.7. The 3C Gruppe^ Code of Conduct for Suppliers, in its currently valid version, shall apply to the cooperation.
II. Order, Contract Documents
2.1. The Contractor is obliged to accept the order within one working day and to confirm it in one of the forms specified in clause 1.2. Any deviations from this must be agreed in the same form.
2.2. Delivery shall be made in accordance with the order or the Client’s subsequent instructions on the agreed dates.
2.3. The Contractor is obliged to expressly indicate any deviations from the order in its order confirmation in writing – highlighted in bold.
2.4. If deviations in accordance with clause 2.3 are listed in the Contractor’s order confirmation, the conclusion of the contract requires the Client’s express confirmation in one of the forms specified in clause 2.1 (written or equivalent form, by email or via the supplier portal).
2.5. The transfer of the order to third parties and the engagement of subcontractors require the Client’s prior consent in one of the forms specified in clause 1.2 (in writing or an equivalent form, by email or via the supplier portal).
2.6. The contractor must review the client’s enquiry and/or order, in particular with regard to its plausibility, feasibility, completeness, etc., and must immediately report any shortcomings.
2.7. Should the Client and the Contractor have agreed on quality and delivery specifications, the Contractor undertakes to comply with them.
III. Delivery dates and deadlines, contractual penalty
3.1. The delivery dates specified in orders are binding and are understood to mean arrival at the place of performance. Delivery periods cover the time from receipt of the order by the Contractor until delivery of the goods at the place of performance. Delivery dates are fixed dates, unless otherwise agreed in one of the forms specified in clause 1.2.
3.2. The Contractor shall, without being asked, immediately notify the Client in writing of any changes to the dates in one of the forms specified in clause 1.2 (in writing or an equivalent form, by email or via the supplier portal).
3.3. The Client is entitled to refuse to accept goods that are not delivered by the delivery date specified in the order, or that are delivered only in part, and to return them at the Contractor’s expense and risk, or to store them with third parties. Acceptance of late deliveries shall not constitute a waiver of any potential claims for recourse.
3.4. In the event of a delay, the Client shall be entitled to the statutory remedies. Within the scope of the statutory provisions, the Contractor shall also be liable for any fault on the part of its upstream suppliers or manufacturers, insofar as these are vicarious agents.
3.5. In the event of a delay in delivery, following the fruitless expiry of a reasonable grace period, the Client shall be entitled, without prejudice to its statutory claims, to claim from the Contractor a contractual penalty of 5 per cent net of the order value for each full day of delay, up to a maximum of 15 per cent of the net order value of the goods in default. This shall not apply if the Contractor is not at fault for the delay. The forfeited contractual penalty shall be set off against any claims for damages. The Client reserves the right to assert any further claims and rights, such as, in particular, withdrawal from the contract and further compensation for damages. The Contractor reserves the right to prove that the Client has suffered no loss or only a lesser loss as a result of the delay.
3.6. If the Contractor fails to meet the delivery period or delivery date due to force majeure, the contracting parties shall extend the agreed delivery period by a reasonable period. If delivery is delayed by more than 4 weeks or if the delivery date is a fixed date, the Client shall be entitled to withdraw from the contract in whole or in part, unless another agreement has been reached between the parties in the form specified in clause 1.2.
IV. Prices and Terms
of Payment 4.1. The prices stated in the order are binding. Where no price is stated in an order, the prices set out in the price list currently agreed with the Contractor shall be binding. Unless otherwise agreed in the manner specified in clause 1.2, these prices include the costs of packaging, transport materials, transport costs to the destination, as well as insurance and other ancillary costs.
4.2. Unless otherwise agreed between the parties, all invoices must include, in addition to the item description, the Client’s order and item numbers, the terms of payment and the bank details, as well as any tax-related information required under the relevant national law. Invoices that do not comply with these requirements will be returned, without this affecting the Client’s rights under the agreed terms of payment. The invoice must be sent immediately after delivery in electronic form as a PDF attachment – or an XML attachment – to the email address provided to the Supplier. Invoices must not be enclosed with the consignment. Until a valid invoice has been received, the client shall not be deemed to be in default of payment. Any further statutory (in particular tax-related) obligations of the contractor regarding the format of invoices remain unaffected. For example, VAT must be shown separately.
4.3. Payments are made subject to proper delivery and the accuracy of prices and calculations. The Client is entitled to withhold payments due as long as the Client still has claims against the Contractor arising from incomplete and/or defective services. In the event of a defect covered by the warranty, the client is entitled to defer payment of the invoice without forfeiting the right to a cash discount, rebate or similar forms of price reduction until the defect has been properly rectified. In this case, the payment period shall commence from the date on which the defects have been fully rectified, as confirmed by the Client in writing or by email.
4.4. Invoices are payable in accordance with the individually agreed terms of payment. Unless otherwise agreed, payment shall be made within 21 days with a 5% discount or within 30 days net (without discount), in each case following full delivery of the goods or provision of the service and receipt of a valid invoice, in particular for the purposes of input VAT deduction.
4.5. Payment shall not affect the Client’s rights; in particular, unconditional payments by the Client shall not constitute an acknowledgement that the goods and/or services supplied are free from defects.
4.6. The Client shall have unrestricted rights of retention, set-off and disposal; in particular, the Client shall be entitled to set off claims against other group companies belonging to the 3C Gruppe.
V. Delivery and Dispatch, Transfer of Risk and Freight
5.1. Unless otherwise agreed in writing as specified in clause 1.2, delivery shall be made on a DAP basis in accordance with the currently valid Incoterms.
5.2. The Contractor must comply with the 3C Gruppe agreed dispatch instructions. All dispatch documents, accompanying letters and invoices must state the item description as well as the Client’s order and item numbers. Should this be omitted and delays in processing occur, the Client shall not be held responsible.
5.3. The Contractor shall bear the risk of accidental loss or accidental deterioration of the goods until they are handed over to the Client.
5.4. The Contractor is obliged to enclose the relevant delivery notes separately with each consignment; that is to say, a separate delivery note must be enclosed with each order. The delivery notes must be numbered and must state the date of delivery of the order. The delivery notes must contain the order number, the scope of delivery, the item number, the description of the material and the identification details of the supplier and the Client.
5.5. Unless otherwise agreed in a form provided for the placing of the order (as referred to in clause 1.2) , the contractor is obliged, prior to the first delivery, in the event of a change to the material or a technical modification, to supply at least the following documents, unless one or more of the following documents are not relevant to the order in question: (i) material specifications, product tolerances; (ii) safety data sheets; and (iii) safety declarations (in particular regarding the safety of the product with regard to health and life hazards, as well as compliance with product and/or environmental requirements, e.g. REACH, FSC, PEFC, CARB, …). The Contractor shall, without being asked, submit the aforementioned documents in their current version to the purchaser responsible for them. The Contractor warrants that all goods supplied by it meet the quality standards set out in these documents.
5.6. Unless otherwise agreed, the goods must be delivered on pallets or in packages. The goods must be labelled with the following information: the Client’s item number, the description of the material supplied, the quantity, the delivery or production date and – if agreed – the barcode or QR code. Unless otherwise agreed in writing, the dimensions of a packaging unit must not exceed 110 cm. Different materials must be delivered separately on the pallet or within the package. If these requirements are not met, the Client is entitled to return the delivered goods. The contractor shall reimburse the client for any additional costs incurred as a result of processing and delays should these requirements not be met.
VI. Quality and Product-Related Declarations
6.1. The Contractor warrants that the goods supplied by it and the services provided by it are fit for their intended purpose. Should there be any concerns regarding the method of execution requested by the Client, the Contractor must notify the Client of this without delay in the form specified for the placing of the order (as set out in clause 1.2).
6.2. The goods supplied and services provided must comply with the current state of the art, the relevant provisions of European law and their national implementations, the regulations and guidelines of public authorities, employers’ liability insurance associations and professional bodies, in particular the product safety, occupational health and safety, environmental protection, accident prevention regulations, as well as relevant standards, such as DIN, VDE and RAL-GZ 430 of the DGM e.V., and other relevant regulations.
6.3. The Contractor guarantees compliance with its manufacturing, information, registration and reporting obligations throughout the supply chain, as set out in the various regulations and directives (such as REACH, CLP, POP, EUDR, etc.).
6.4. The Contractor shall supply the goods in the quantity, quality and specification stated in the order. Any additional or deviating requirements must be agreed separately. The Contractor undertakes to inform the Client of any authorisation requirements applicable to the export of the goods and to provide the information and documentation necessary for export.
6.5. The Contractor must ensure that it has an effective quality management system in place to guarantee the highest quality of the goods. Upon request, the Contractor shall conclude a corresponding quality assurance agreement with the Client. The Contractor shall monitor and document the design and manufacturing process of the agreed goods in an appropriate manner. The Contractor shall allow the Client to inspect the progress of the work to be carried out and/or the processing of the order. The Client is entitled to keep itself informed of progress at any time by inspecting all relevant documents. The documents must be presented to the client on request and explained.
6.6. As soon as there is reasonable suspicion that the contractor’s products or production process are causing environmental impact beyond the generally accepted rules of the art, the Client shall be entitled to inspect the manufacturing process and the composition of the raw materials, auxiliary materials and consumables supplied, as well as the Contractor’s tools. The Contractor shall be obliged to provide information in this regard and shall, upon the Client’s first request, provide the Client with samples of the materials used.
6.7. Prior to the first delivery of the items offered, the Contractor must provide the product-specific material data sheets, technical drawings, certificates, registration and test reports, etc. These documents may also be requested by the Client at any time. The Contractor must renew existing certificates and similar documents in good time before they expire and make them available to the Client without being asked.
6.8. The Contractor is obliged to inform the Client in good time and without being asked of any product changes. Product changes require the Client’s approval in the form specified for the placing of the order (as set out in clause 1.2). Following a change, but prior to delivery of the modified item, the updated declarations and documents must be sent to the Client.
VII. Acceptance, Sorting and Rework
7.1. The Client’s obligation to inspect the goods delivered by the Contractor is limited to the detection of obvious or readily recognisable defects.
7.2. With regard to quantities, dimensions, weights, wood moisture content and other definitions relating to a delivery, the values determined by the Client’s incoming inspection shall be decisive and shall form the basis for invoicing.
7.3. The Client shall notify the Contractor without delay of any defects in the delivery, as soon as they are identified in the course of normal business operations, using the form provided for placing orders (as specified in clause 1.2). In this respect, the Contractor waives the right to raise the defence of a belated notice of defects. Where a quality assurance agreement exists, the separate provisions therein relating to incoming inspections shall apply with regard to the client’s obligations concerning defects and notification of defects, insofar as these have been agreed.
7.4. In the event of an agreed contractual penalty for late delivery, the right to claim the contractual penalty shall remain valid even if it is not expressly asserted upon acceptance of the delivery. Further claims shall likewise remain valid upon acceptance without any specific reservation.
7.5. If individual samples of the goods exhibit defects, the client is entitled, at its own discretion, to require the contractor to sort out and replace the defective parts of the entire order, within 24 hours of acceptance of the delivery, or to lodge a complaint against the entire order on the grounds of defects and return it to the Contractor at the latter’s expense. If, for reasons of deadline, it is absolutely necessary for the Client to arrange the required sorting or reworking in the event of defects in the delivered products, this sorting or reworking shall be carried out, at the Client’s
discretion: 7.5.1. by the Contractor’s staff, or
7.5.2. by third-party firms at the Contractor’s expense, or
7.5.3. by the Client’s staff at the Contractor’s expense. In this case, the Client is entitled to charge the Contractor for the additional costs incurred as a result.
7.6. The redelivery of a rejected consignment that has been reworked by the Contractor must be accompanied by a report from the Contractor detailing the remedial measures taken. The reworked or sorted items must be redelivered separately. These parts must be clearly marked on the delivery note and the packaging.
The redelivery of a rejected batch that has been reworked by the Contractor must be accompanied by a report from the Contractor detailing the corrective measures taken. The reworked or sorted items must be redelivered separately. These parts must be clearly marked on the delivery note and the packaging.
7.7. The Client is entitled to carry out audits at the Contractor’s premises in order to verify that the goods meet the agreed quality standard. The Client may carry out these audits using its own staff or have them carried out by third parties.
VIII. Warranty, material defects and defects
of title 8.1. The warranty is governed by statutory provisions, unless expressly stipulated in this section, or unless otherwise agreed or required by mandatory law. The Client’s unconditional acceptance of the goods does not constitute a waiver of its warranty claims.
8.2. The Contractor undertakes to supply goods free from defects and to ensure that the goods are fit for the agreed purpose and retain the agreed characteristics throughout the entire warranty period. This obligation relates in particular to the goods and materials conforming to the documentation, such as drawings, descriptions, technical requirements, samples, specifications, acceptance conditions, etc., on which the order was based (hereinafter referred to as the ‘warranty’). The Contractor warrants that no defects in the goods will arise during the warranty period, regardless of whether the defect was already present at the time the order was accepted or only arose subsequently.
8.3. The Contractor shall, upon first request, indemnify the Client against all claims by third parties arising from defects, infringement of third-party intellectual property rights or product damage to the Client’s delivery attributable to the Contractor’s contributory negligence.
8.4. Insofar as the Contractor breaches any obligations, they shall be liable to the Client for any form of fault. The Contractor is hereby advised that it has the right to prove that it is not responsible for a breach of duty.
8.5. In the event of a replacement delivery or rectification of defects, the warranty period and any guarantee period for replaced and rectified parts shall recommence.
8.6. If the goods delivered by the Contractor do not comply with the agreed specifications, the Client is entitled, at its discretion, to demand subsequent performance either by rectification of the defect or by delivery of a defect-free item. The costs necessary for the purpose of subsequent performance, in particular the costs of identifying the cause of the defect, including expert, testing and sorting costs, as well as transport, travel, labour and material costs, and any additional costs arising from the delivery of the goods to the end customer, shall be borne in full by the Contractor. Any further claims remain unaffected by this.
8.7. In urgent cases – in particular to prevent exceptionally high losses – as well as in cases where the contractor is in default with regard to rectifying a defect, the Client shall be entitled, after first informing the Contractor and following the expiry of a short grace period appropriate to the situation, to remedy the defect and any resulting damage itself, or to have it remedied by a third party, at the Contractor’s expense. This shall also apply if the Contractor delivers or performs late, and the Client must rectify the defects immediately in order to avoid a delay in its own delivery.
8.8. If the contractor delivers goods free of defects for the purpose of subsequent performance, they are obliged to collect the defective goods at their own expense within 14 days of the complaint being made, or, by mutual agreement, to release them for destruction at the contractor’s expense. If the contractor fails to meet the collection deadline, the client shall be entitled to destroy the goods at the contractor’s expense.
8.9. In the event that subsequent performance fails, the client shall be entitled to the statutory claims for material defects; this applies in particular to claims for damages arising from non-performance.
8.10. The Client’s claims for recourse in respect of defective goods shall be governed by the statutory provisions on supplier recourse in the country in which the Client has its registered office. In this context, the Contractor hereby assigns to the Client, as a precautionary measure, any rights of recourse to which the Contractor is entitled against its sub-supplier, in order to secure the Client’s existing rights of recourse. The Client hereby accepts the assignment. If, under the law of the relevant country, the assignment requires additional formalities, including compliance with a specific form, the Contractor undertakes to take all necessary steps to effectively assign the claim to the Client.
8.11. Where the products manufactured by the Client using the goods or the goods themselves are sold to an end user, either directly or via distributors as part of a supply chain, and a defect becomes apparent within twelve months of the transfer of risk to the end user, and the Client asserts claims for defects of any kind against the Contractor on account of this defect, it shall be presumed that the defect already existed at the time the risk passed to the Client, unless this presumption is incompatible with the nature of the Goods or the defect.
8.12. The warranty period shall be 36 months from the date of acceptance of the Goods. This shall not affect the Client’s statutory claims for damages or any special provisions applicable to the final delivery of the goods to a consumer (supplier’s right of recourse).
8.13. The Contractor shall also be liable for defects of title for which it is not at fault. In this case too, the client is entitled to assert the statutory claims. Claims for defects of title are subject to the standard statutory limitation period, commencing from the statutory start of the limitation period.
8.14. The Client’s right to seek recourse against the Contractor in accordance with the statutory provisions on supplier recourse or corresponding foreign regulations remains unaffected.
IX. Liability
9.1. The Contractor shall be liable to the Client without limitation in accordance with statutory provisions.
9.2. The Contractor shall be liable for the fault of its agents and vicarious agents and its upstream suppliers as if it were its own fault. The Contractor may not discharge itself from liability by proving that it has exercised due care in the selection and supervision of its agents or suppliers.
9.3. If the Client faces a claim due to a breach of an official safety regulation or on the basis of domestic or foreign product liability or manufacturer’s liability regulations or laws, or other provisions of product law, as a result of a product defect, the Contractor shall be liable to the Client insofar as the defect giving rise to liability is caused by the goods supplied by the Contractor and the Contractor itself could be held liable in place of the Client or jointly with the Client.
9.4. The Contractor is also obliged to reimburse any expenses arising from or in connection with a product recall carried out by the Client, insofar as this is ordered by a court or a regulatory authority, or is necessary to avert a risk to life, bodily injury or ill health, or to prevent disproportionate damage, or where circumstances exist which might prompt a prudent trader to carry out a recall or issue a warning in order to avert imminent damage—including non-pecuniary damage. The Client shall inform the Contractor of the content and scope of the measures to be implemented – in so far as this is possible and reasonable – in order to give
the Contractor the opportunity to comment. 9.5. In so far as the Contractor is liable, it shall indemnify the Client against all claims by third parties. Any further claims by the Client shall remain unaffected by this indemnity.
9.6. The Contractor undertakes to maintain liability insurance cover, including extended product liability insurance and recall cost insurance, to a sufficient extent, but with a minimum sum insured of EUR 5 million per claim. Should the Client be entitled to further claims for damages, these shall remain unaffected. The Contractor shall, upon request, provide the Client with proof of such insurance cover.
X. Force Majeure
10.1. Unforeseeable, unavoidable and/or exceptional events for which the Client is not responsible and which have a significant impact on its operations or even lead to the suspension of operations shall release the Client from its obligation to accept the goods.
10.2. The Client is entitled to withdraw from the contract if an event as described in clause 10.1 persists for longer than three months, unless the contract relates to a bespoke product manufactured specifically for the Client. In the event of withdrawal, the contractor shall not be entitled to claim damages. If the client does not exercise its right of withdrawal, it shall be released from the obligation to perform in accordance with the contract for the duration of the impediments referred to in clause 10.1. The Client may withdraw from the contract within 2 months of the event entitling them to withdraw from the contract.
XI. Set-off and Assignment
11.1. The contractor is only entitled to set off against the client claims that are undisputed or have been established by a final and binding judgement.
11.2. The assignment of claims against the Client is only valid with the Client’s written consent; otherwise, it is excluded.
XII. Provision of Information, Data and Materials / Retention
of Title 12.1. Drawings, designs, samples, manufacturing specifications, internal company data, tools, equipment, etc. (hereinafter referred to as ‘materials’) which the Client has made available to the Contractor for the purpose of submitting a quotation or carrying out an order shall remain the property of the Client and subject to the Client’s intellectual property rights. If the materials are manufactured by the Contractor itself or by third parties in accordance with the Client’s specifications, the Client shall acquire ownership of the materials at the latest upon their completion and delivery / handover to the Contractor. The Contractor shall hold these materials in sole ownership on behalf of the Client.
12.2. The Contractor is obliged to check these materials for suitability and to handle and store them with the care expected of a prudent businessman.
12.3. Upon the Contractor taking possession of the materials, liability for damage and loss shall pass to the Contractor, irrespective of whether the Client or another company within the 3C Gruppe has provided the materials free of charge or supplied them for a fee.
12.4. The Contractor may only use, reproduce, make available to third parties or disclose the materials to the extent strictly necessary for the fulfilment of the order. They must be returned to the Client in a usable condition no later than upon the final delivery or performance under the relevant order.
12.5. Any processing, alteration or combination of the materials provided by the Client or another company within the 3C Gruppe by the Contractor shall always be carried out on behalf of the Client. If the item provided is inseparably processed with other items not belonging to the Client or the 3C Gruppe, the Client shall acquire co-ownership of the new item in proportion to the value of the item (purchase price plus VAT) to that of the other processed items at the time of processing.
12.6. If the item supplied is inseparably mixed with other items not belonging to the Client or the 3C Gruppe, the Client shall acquire co-ownership of the new item in proportion to the value of the item subject to retention of title to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Contractor’s item is to be regarded as the principal item, it is deemed agreed that the Contractor shall transfer proportionate co-ownership to the Client. In this case, the Contractor shall hold the sole ownership or co-ownership in safekeeping on behalf of the Client.
12.7. Insofar as the security interests to which the Client is entitled pursuant to clauses 12.5. and 12.6. exceed the purchase price of all goods subject to retention of title for which the Client has not yet paid by more than 10 per cent, the Client shall, at the Contractor’s request, be obliged to release the security interests at the Client’s discretion.
XIII. Third-Party Intellectual Property Rights / Minimum Standards
13.1. The Contractor warrants that no third-party rights prevent the intended use of the purchased goods and, in particular, that no third-party intellectual property rights are infringed. Should the Client nevertheless face claims from third parties regarding a possible infringement of third-party rights, such as copyright, patent rights, design rights and other intellectual property rights, the Contractor shall indemnify the Client against such claims and any related liabilities, unless the Contractor is not at fault. The Contractor’s obligation to indemnify shall cover all expenses necessarily incurred by the Client arising from or in connection with a claim by a third party for infringement of intellectual property rights. In such a case, the Client shall also be entitled, at the Contractor’s expense, to obtain from the holder of such intellectual property rights the necessary authorisation for the delivery, commissioning, use, resale, etc. of the subject-matter of the supply.
13.2. The Contractor guarantees that all relevant statutory and regulatory provisions are complied with. The proper declaration of customs duties, taxes and/or other export levies, and the proper issue and submission of documents/certificates, such as test certificates, certificates of origin, and export or import licences, falls within the scope of the Contractor’s activities and responsibilities. The Contractor guarantees the authenticity and accuracy of the attached documents.
13.3. The Contractor shall ensure that, during the production, export and import of the goods to be delivered to the Client, no measures are taken which could impair or jeopardise the Client’s trade marks and/or reputation. In particular, the Contractor shall respect the Client’s industrial property rights and ensure that no infringement of these rights occurs within its sphere of influence or in relation to its suppliers.
13.4. The limitation period for claims under Clauses 13.1 and 13.2 shall be governed by the statutory provisions of the country in which the Client has its registered office.
XIV. Anti-corruption clause / Right
of termination 14.1. The Contractor undertakes, as a primary contractual obligation, to take all necessary and reasonable measures to prevent corruption. In particular, the Contractor undertakes not to offer, promise and/or grant, either through employees, directors or shareholders and/or third parties, any gifts and/or other benefits (such as money, gifts of monetary value or invitations that are not predominantly of a business nature, such as to sporting events, concerts, cultural events) to the Client’s employees or to employees of other companies within the 3C Gruppe and/or to directors or shareholders of the affiliated purchasing companies, including their family members, nor to allow such offers, promises or grants to be made in any other way through third parties. Product samples provided in the ordinary course of business for inspection or quality testing are not covered by this provision.
14.2. In the event of a breach by the Contractor of the obligations arising from clause 14.1 above, the Client shall be entitled to terminate the contractual relationship for good cause without notice following the fruitless expiry of a period set for rectification or following a fruitless formal warning. The Client’s entitlement to claim damages is not precluded by such termination.
XV. Legal Disputes
Should the Client be served with a claim by its customers on account of non-delivery or delayed delivery of goods, the Client shall pass on to the Contractor the costs incurred as a result, together with the documents at its disposal, and charge these to the Contractor.
XVI. Data Protection
Data relating to the business relationship shall be handled by the contracting parties in accordance with the relevant data protection provisions in force at the time.
XVII. Withdrawal
from the Contract Should one of the contracting parties suspend payments or apply to have insolvency proceedings commenced in respect of its assets or to enter into an out-of-court composition procedure, or should such insolvency proceedings or out-of-court composition proceedings be commenced or dismissed for lack of assets, the other party shall be entitled – insofar as permitted under the relevant national law – to withdraw from the contract to the extent that it has not yet been performed.
XVIII. Place of Performance / Jurisdiction / Governing Law / Contract Language
18.1. The place of performance for delivery shall be the delivery address specified by the Client.
18.2. All legal relationships between the Client and the Contractor shall be governed exclusively by the law of the country in which the Client has its registered office, to the exclusion of private international law, harmonised international law and, in particular, the express exclusion of the UN Convention on Contracts for the International Sale of Goods.
18.3. The court of the place where the Client has its registered office shall have jurisdiction. The Client is, however, entitled to assert its claims at any other permissible place of jurisdiction or at the place of jurisdiction generally applicable to the Contractor.
18.4. The language of the contract is German.
XIX. Deviating Agreements
Any agreements that deviate from the content of these General Terms and Conditions of Purchase shall only be valid if they are accepted by the Client in a form specified for the placing of orders (as set out in clause 1.2).
XX. Severability clause
Should individual provisions of these General Terms and Conditions of Purchase be or become void, or should there be a gap in the supplier contract, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Purchase. In place of the invalid provision, or to fill the gap in the provisions, an appropriate provision shall apply which, insofar as it is valid, most closely approximates what the contracting parties intended or would have intended in accordance with the spirit and purpose of their agreement.
October 2023