| 1. |
General Scope |
| 1.1 |
The following conditions shall apply to all offers, deliveries, and services of our suppliers for rental
and purchase contracts as well as all other contracts, including those from future business
transactions and continuing obligations. Any terms and conditions of the supplier that conflict with or
deviate from these conditions shall not be recognised unless we have expressly agreed to their
validity in writing. These general terms and conditions of contract shall also apply if we accept a
delivery from the supplier without reservation in the knowledge that the terms and conditions of the
supplier conflict with or deviate from our terms and conditions. Even if we refer to a letter containing
or referring to the terms and conditions of the supplier or a third party, this shall not constitute
consent to the validity of those terms and conditions. All agreements made between the supplier and
us for the purpose of executing this contract shall be set out in writing in this contract. |
| 1.2 |
The validity of the general terms and conditions of the supplier is expressly excluded. |
| 1.3 |
Our Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of
Section 310(1) of the German Civil Code (BGB). Our Terms and Conditions of Purchase shall also
apply to all future transactions with the supplier. |
| 2. |
Marketability / REACH |
| 2.1 |
The supplier shall guarantee for the entire delivery period that the contractual products comply with
the respective product specifications and with the samples presented. If no product specification has
yet been agreed for a contractual product, the content of the assurance shall be the respective
applicable special quality agreements between the contract parties in connection with the samples
presented. |
2.2 |
If and insofar as neither a product specification nor an explicit special quality agreement should exist
with regard to a contractual product, the supplier expressly guarantees as a minimum standard that
the goods comply in every respect, in particular with respect to their composition, ingredients,
labelling, and features, with the relevant legal requirements applicable in Germany and the rest of
Europe and are thus freely marketable in Germany or the rest of Europe. In the event of changes to
technical standards or standards relevant to product safety, the goods shall only be produced and
supplied according to the new requirements starting on the effective date of the change, regardless
of whether these new standards grant transition periods for the old goods. |
2.3 |
The supplier has installed an appropriate system that demonstrably ensures that any contamination
of the raw materials used and of the finished product is excluded. This also applies to their transport,
especially if the product intended for us is transported together with products from other companies.
The supplier shall provide us with the corresponding verification immediately upon request and shall
allow us to inspect the corresponding documents for the purpose of checking the consistency of the
system at the production plant.
Should the relevant European or country-specific legal regulations change, the supplier’s guarantee
that the nature of the products does not result in a labelling requirement and that the product label
nevertheless continues to comply with the applicable statutory requirements. If this requires a
significant change in the manufacture and/or composition of the products, the supplier must notify us
of this immediately. |
2.4 |
The supplier shall ensure that it fulfils all registration obligations resulting from Regulation (EC) No.
1907/2006 (REACH) in a timely, complete, and correct manner and shall provide us with the relevant
documentation as proof of compliance upon request. In order to fulfil the consumer information
obligation under Regulation (EC) No. 1907/2006 (REACH), the supplier shall provide us with the data
required under the REACH Regulation on chemical substances of very high concern used. The
authoritative list is the official candidate list: “REACH Candidate List of Substances of Very High
Concern for Authorisation Grows”, which can be found in the Internet at
http://www.echa.europa.eu/chem_data/authorisation_process/candidate_list_table_en.asp or the
official, currently updated list. The required data shall be submitted to us no later than 4 weeks before
the first delivery of the item concerned. For subsequent changes and additions to the candidate list,
the supplier guarantees that it can provide the required data for all items it delivers to us upon
request within 15 working days. If the supplier makes changes at a later point in time to any defined
product specifications, we are to be informed of these changes immediately unsolicited and in writing. |
3. |
Orders, Order Documents, Force Majeure |
| 3.1 |
The supplier can accept our order within a period of two weeks; after which we shall no longer be
bound by our order. The order shall be deemed accepted in time if we receive the declaration of
acceptance within this period. |
| 3.2 |
We are entitled to change the time and place of delivery as well as the type of packaging at any time
by written notice with a notice period of at least 90 calendar days before the agreed delivery date.
The same shall apply to changes in product specifications insofar as these changes can be
implemented in the supplier’s normal production process without significant additional expense,
whereby in such cases the notice period according to the sentence above is at least 120 days. We
shall reimburse the supplier for any proven and reasonable additional costs incurred as a result of the
change. If such changes result in delivery delays which cannot be avoided in the supplier’s normal
production and business operations with reasonable effort, the originally agreed delivery date shall be
postponed accordingly. After careful evaluation, the supplier shall notify us in writing of the additional
costs or delivery delays it expects in good time before the delivery date, but at least within 10 working
days of receipt of our notice in accordance with sentence 1. |
| 3.3 |
In the event that the supplier is prevented from fulfilling its obligations under the contract due to a
force majeure event and it can prove the existence of such event by providing sufficient evidence, the
fulfilment of such obligations shall be suspended for as long as the force majeure event exists. This
shall also apply to the extent that we are unable to use the products ordered or to use them in a
timely manner due to such a circumstance.
A force majeure event is an unforeseeable event over which the supplier has no control. We shall
have the right to terminate the contract with immediate effect and without any liability to pay damages
to the supplier by issuing a written notice to the supplier if the context of non-fulfilment justifies
immediate termination or if the circumstances giving rise to the force majeure event last for more
than thirty (30) days. A force majeure event cannot be claimed by the supplier based on a lack of
personnel, production materials, or resources; strikes; a breach of contract on the part of third parties
commissioned by the supplier; financial problems of the supplier; or the failure of the supplier to
obtain the necessary authorisations or legal or official permits for the goods or services to be
supplied. |
| 3.4 |
We retain ownership of and the copyrights to illustrations, drawings, samples, calculations, and other
documents; they may not be made accessible to third parties without our prior express written
consent. They are to be used exclusively for production based on our order. After completion of the
order, they are to be returned to us unsolicited. They must be kept confidential from third parties. In
this regard, No. 5.4 and 5.5 of these terms and conditions shall also apply. |
| 3.5 |
We do not pay any remuneration or compensation for visits or for the preparation of offers, projects,
etc. |
4. |
Prices |
| 4.1 |
The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery
“free domicile”, including packaging, freight, insurance, and other incidental costs. The return of
packaging and other means of transport (e.g. pallets) requires conclusion of a separate agreement. |
4.2 |
The stated price does not include the statutory value added tax. |
4.3 |
Payments shall be made by transfer to a bank account of the supplier. The payment amount is
calculated based on the quantities, weights, or other units determined by us. |
4.4 |
We can only process invoices if they, in accordance with the specifications in our order, include the
order number stated in the order. The supplier shall be responsible for all consequences resulting
from non-compliance with this obligation unless it can prove that it is not responsible. |
4.5 |
Unless otherwise agreed in writing, we shall pay the purchase price within 14 days, calculated from
the date of delivery and receipt of the invoice, with a 3% discount or net within 60 days after receipt of
an invoice meeting the requirements of section 4.3. |
4.6 |
We shall be entitled to the right of set-off and the right of retention upon written assertion even if the
supplier disputes these claims. |
4.7 |
In the event of a payment default, we shall only owe interest on arrears in the amount of 5
percentage points above the base rate pursuant to Section 247 of the German Civil Code (BGB). |
| 5. |
Delivery, Transfer of Risk |
| 5.1 |
The supplier is required to state our exact order number on all shipping documents and delivery
notes. If the supplier fails to do so, delays in processing are unavoidable. We shall not be responsible
for such delays. |
| 5.2 |
The delivery time stated in the order is binding, as are the quantities, weights, and numbers of items
we have specified. |
| 5.3 |
In the event of a delay in delivery, we shall be entitled to assert our statutory rights. The supplier is
obligated to inform us in writing immediately if circumstances arise or become apparent to it
indicating that the specified delivery time cannot be met. The supplier cannot invoke unforeseeable
or extraordinary events, in particular official interventions, operational disruptions, measures in the
context of labour disputes such as strikes or lockouts, or any delays in the delivery of auxiliary
materials or accessories, in particular delays due to subcontractors. If the delay in delivery causes an
unreasonable impediment to our obligation to accept a delivery, we shall be entitled to withdraw from
the contract without prior notice. Section 323 of the German Civil Code (BGB) applies. |
| 5.4 |
If the supplier is in default with the delivery, it shall also pay us compensation in the event of simple
negligence. This shall also apply to damages that are not typical of the contract and thus
unforeseeable.
The supplier’s compensation for delays is not limited. The supplier is obligated to fully compensate us
for the actual damage incurred to the extent allowed by law. In particular, after a reasonable period,
we are entitled to demand compensation for damages instead of performance and/or to withdraw
from the contract. If we demand compensation for damages, the supplier shall be entitled to prove
that it is not responsible for the breach of duty.
The supplier shall pay compensation for damages in addition to and/or in lieu of performance in the
amount actually incurred, even in the case of simple negligence. |
| 5.5 |
We shall also be entitled to demand compensation for damages in lieu of performance or to withdraw
from the entire contract after a reasonable grace period in the event of a partial delay in performance
or of partial impossibility of performance.
|
| 5.6 |
Unless otherwise agreed in writing, delivery shall be DPU (Delivered at Place Unloaded) according to
Incoterms 2020. Therefore, the risk of accidental loss shall only transfer to us upon delivery of the
item to us.
|
| 5.7 |
The supplier shall not be entitled to make partial deliveries without our prior written consent.
|
| 5.8 |
In the event of delays in delivery, we are entitled after issuing prior written warning to the supplier to
demand a contractual penalty of 0.5% of the value of the order for each week or part of a week of the
delay in delivery, but no more than a total of 5% of the corresponding value of the order. The
contractual penalty shall be offset against the compensation paid by the supplier for damages caused
by delays.
|
6. |
Security Storage/Safety Stock |
| 6.1 |
The supplier is obligated to maintain a safety stock of the goods specified in the product specification
or the order in its inventory at all times and to provide us with a weekly written overview of the
quantities of the corresponding items. Should we ourselves suffer losses in production or even
become unable to deliver products to our customers due to the lack of an agreed safety stock, then
the contract partner shall bear the cost of the damage incurred. |
7. |
Quality of the EAN Code |
| 7.1 |
In the event that an EAN code must be applied to a product, the supplier must ensure that the print quality is at least B (3) in accordance with the standards DIN ISO/IEC 1520 (metric) and ZEN/ANSI
DIN ISO/IEC 15416 (contrast). This does not apply to corrugated board printed using the flexographic printing process.
The supplier guarantees that the goods will be provided with an EAN code in the agreed manner. If, contrary to the guarantee above, the goods are provided in whole or in part with an incorrect EAN code, then we shall be entitled to charge a contractual penalty of up to 25,000 euro per order. The supplier shall not have to pay a contractual penalty only if the supplier proves that it or its vicarious agents (in particular its subcontractors) are not responsible for applying the incorrect EAN code. Notwithstanding Section 341(3) of the German Civil Code (BGB), we shall only have to assert the contractual penalty upon payment of the purchase price by our customer. We shall still be entitled to claim further damages by offsetting the contractual penalty.
|
8. |
Retention of Title, Provision, Tools |
| 8.1 |
We retain the title to all parts we provide to the supplier. The processing or transformation by the
supplier shall be performed on our behalf. If the item provided by us is inseparably combined or
mixed with other items not owned by us, then we shall acquire co-ownership of the new item in the
ratio of the value at the time of combining or mixing of the item subject to retention of title (purchase
price excluding value added tax) to the other items combined or mixed.
If the items are combined or mixed in such a way that the supplier’s item is to be regarded as the
primary item, it shall be deemed agreed that the supplier shall transfer co-ownership of this item to us
on a pro rata basis; the supplier shall hold the sole ownership or the co-ownership of the item in
custody for us.
The supplier is obligated to return the items we own to us in proper condition if they are no longer
required by the supplier to perform the contracts concluded with us. |
| 8.2 |
We retain ownership of tools. The supplier is obligated to use the tools exclusively for the
manufacture of the goods we have ordered. The supplier is obligated to insure the aforementioned
items belonging to us for their replacement value against damage caused by fire, water, and theft at
its own expense. At the same time, the supplier hereby assigns all claims for compensation arising
from this insurance to us now; we hereby accept this assignment.
The supplier is obligated to carry out any required maintenance and inspection work in good time at
its own expense. The supplier shall notify us immediately of any malfunctions. If the supplier culpably
fails to do so, claims for damages shall remain unaffected. |
| 8.3 |
If we provide our own software or software from other companies, the supplier is obligated to ensure
strict confidentiality of the software. The persons entrusted by the supplier to the work on or with the
software shall be contractually obligated to maintain confidentiality accordingly. In this case, the
supplier shall be entitled to make a backup copy of the software we have provided and to store it in a
safe place that is inaccessible to third parties. After completion of the work, the supplier shall delete
this backup copy and guarantee us in writing and in lieu of an oath that the backup copy has been
deleted. |
| 8.4 |
The supplier is obligated to keep all illustrations, drawings, calculations, and other documents and
information it has received strictly confidential. They may only be disclosed to third parties with our
express written consent.
The confidentiality obligation shall also apply after the completion of this contract. Upon request, the
supplier shall return to us all illustrations, drawings, calculations, and other documents we have
provided. |
| 8.5 |
Retentions of title by the supplier shall only apply insofar as they relate to our obligation to pay for the
respective products to which the supplier retains title. Retentions of title until payment has been
received as well as extended or prolonged retentions of title are not permitted. |
9. |
Inspection for Defects, Liability for Defects |
| 9.1 |
The supplier shall be responsible for ensuring that all items delivered by it and all services provided
by it comply with the state of the art of science and technology, the relevant legal provisions within the
European Community or the intended areas of distribution and application, the regulations and
guidelines of public authorities, employer liability insurance associations, and professional
associations as well as with the functions and specifications we have specified.
Proof of compliance with these provisions shall be provided at our request by submitting
corresponding test reports, certificates of analysis, or acceptance reports.
Acceptance reports from employer liability insurance associations or other technical testing bodies
shall be provided free of charge insofar as this is necessary for the further processing or sale of the
products. |
| 9.2 |
The supplier shall implement quality controls that are suitable in terms of their type and scope and
comply with the state of the art and shall also prepare documentation on all relevant production data
and, at our request, provide us with documentation of the quality controls upon delivery.
In the event of damage to the product or the assertion of product liability claims against us, the
supplier shall be obligated to submit corresponding documentation or other suitable documents at our
request in order to enable us to prove we have delivered a defect-free product. The supplier shall
assure us that it has concluded and maintains a business liability insurance policy with sufficient
coverage and shall provide proof of coverage upon request. |
| 9.3 |
We are obligated to inspect the goods for any deviations in quality or quantity within a reasonable
period; the period for providing notice of defects in this sense is at least seven working days
calculated from the date the goods were received or, in the case of hidden defects, from the date the
respective defect was detected. Section 377(4) of the German Commercial Code (HGB) remains
unaffected.
Any agreements on inspection duties or the duty to notify of defects resulting from a quality
assurance agreement concluded between us and the supplier shall remain unaffected. |
| 9.4 |
We shall be entitled to the statutory claims for defects in full. In any case, we shall be entitled to
demand at our discretion that the supplier either remedy the defect or deliver a new item. We
expressly reserve the right to claim damages, in particular damages in lieu of performance. |
| 9.5 |
We are entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger
or extreme urgency. |
| 9.6 |
The limitation period shall be at least 36 months unless the law provides for a longer limitation period
in individual cases. The commencement, recommencement, suspension, and suspension of expiry of
the limitation period shall be governed by the statutory provisions. |
| 9.7 |
Upon receipt of our written notice of defects by the supplier, the limitation period for warranty claims
shall be suspended. In the event of a replacement delivery and the remediation of defects by the
supplier, the warranty period for repaired or replaced parts shall recommence. |
10. |
Liability, Product Liability, Indemnification, Liability Insurance |
| 10.1 |
The supplier shall be liable to the full extent of the law for compensation for damages caused by it or
its legal representatives, employees, or officers. |
| 10.2 |
If the supplier is responsible for a defect in a product, the supplier shall be obligated to indemnify us
against claims for damages by third parties on first demand insofar as the cause lies within his area
of control and organisation and the supplier itself is liable to third parties. |
| 10.3 |
In this context, the supplier is also obligated to reimburse us for any expenses pursuant to Sections
683, 670 of the German Civil Code (BGB) or Sections 830, 840, 426 of the German Civil Code (BGB)
that arise from or in conjunction with a recall we have performed. We shall inform the supplier of the
content and scope of the recall action to be performed - as far as possible and reasonable - and give
it the opportunity to respond. Other legal claims shall remain unaffected. |
| 10.4 |
The supplier undertakes to maintain product liability insurance with coverage of € 4 million per
personal injury/property damage (lump sum). If we are entitled to additional claims for damages,
these shall remain unaffected. |
| 10.5 |
Recourse claims against the supplier under the statutory provisions for product liability shall not
expire earlier than our own obligations to third parties. |
11. |
Set-off / Right of Retention |
| 11.1 |
We are entitled to set-off, including in cases of disputed claims. |
| 11.2 |
We are entitled to exercise a right of retention to the extent provided by law. |
12. |
Prohibition of Assignment |
| 12.1 |
The rights of the supplier arising from transactions made with us are not assignable without our
written consent, which, however, we will not unreasonably withhold. |
13. |
Data Protection |
| 13.1 |
The supplier agrees that we may store and automatically process personal data of which we become
aware in the course of the business relationship in our computer system. |
14. |
Property Rights/b> |
| 14.1 |
The supplier guarantees that no third party rights are infringed in connection with its delivery in
countries of the EU, North America, or other countries in which it manufactures the products or has
them manufactured. The supplier is obligated to indemnify us against all claims made by third parties
against us due to an infringement of such property rights and to reimburse us for all necessary
expenses arising in connection with this claim. The right to assert this claim exists irrespective of the
culpability of the supplier. |
| 14.2 |
If a third party asserts a claim against us for this reason, the supplier shall be obligated to indemnify
us against such claims upon first written request. We shall inform the third party immediately of such
a claim and let the supplier alone decide if the claim should be recognised, disputed, or settled. In the
event of legal proceedings, we shall issue third party notice to the supplier. |
14.3 |
The supplier’s obligation to indemnify relates to all expenses necessarily incurred by us as a result of
or in connection with the claim made by a third party. This includes in particular the costs of legal
representation. |
14.4 |
The limitation period is 10 years, calculated from the date of conclusion of the contract. |
15. |
Business Social Compliance Initiative (BSCI) |
| 15.1 |
It is important to MANTZ that we produce our goods for our customers in accordance with recognised
social and ecological standards throughout the entire supply chain. We have therefore committed
ourselves to follow the BSCI Code of Conduct. As long as we do not receive any written notification to
the contrary from the supplier, we assume that the supplier also follows this Code of Conduct, which
is available in its current form at http://www.bsci-eu.org/index.php?id=2034, and informs itself about
future changes independently and without solicitation. |
16. |
General Information |
| 16.1 |
The invalidity of any provision of this contract shall not affect the validity of the remaining provisions.
The invalid provision shall be replaced by the statutory provision. |
| 16.2 |
Any agreements deviating from or in addition to the above terms and conditions shall only be valid
when agreed to in the form of a written supplementary agreement to the contract concluded by the
parties that refers to the amended terms and conditions. Any waiver of this written form requirement
must also be in writing. |
| 16.3 |
The place of fulfilment and place of jurisdiction is Solingen, Germany. |
| 16.4 |
The contractual relationship shall be governed exclusively by the laws of the Federal Republic of
Germany. Application of the UN Convention on Contracts for the International Sale of Goods is
expressly excluded. This shall also apply if the registered office of the supplier is located in a foreign
country. |
|
Solingen, November 2023 |
