Einkaufsbedingungen  Terms of Purchase  Conditions d'achat 

Terms and Conditions of Purchase of Seidel GmbH & Co. KG ("Purchaser")


1. Scope

These purchasing conditions in their English version shall apply exclusively, unless explicitly amended by written agreement between the respective parties. Any contrary conditions of the Supplier shall not be deemed to apply, unless the Purchaser has agreed to these provisions in writing. These purchasing conditions shall also apply to all future business relations with the Supplier.


2. Order / Order Documents

Only written purchase orders shall be valid; verbal orders or orders made by telephone must be confirmed by us in writing to be binding. The Supplier is obliged to accept orders latest the next working day.

The Purchaser shall retain the title and copyright to documentation like drawings, samples and similar that he has given to the supplier. The documentation shall be treated confidentially and shall not be disclosed to any third parties without the explicit written consent of the Purchaser. It shall be used exclusively for the production based on the order and shall, unless otherwise agreed, be automatically returned to the Purchaser once the order is processed. The confidentiality obligation shall also apply after this Contract has been implemented; it shall expire if and insofar as the manufacturing knowledge contained in the samples provided has become public domain.

Where the order involves the assumption of the costs of tools, models, artwork or similar (in full or in part) by the Purchaser, the Purchaser shall acquire title to the tools, models, artwork or similar ("samples"), and the Supplier shall assign all rights to the samples to the Purchaser. The Purchaser hereby accepts the assignment. This assignment is deemed to be a substitute for surrender of the samples.

Materials supplied remain the property of the Purchaser. Processing or alteration by the Supplier is done on behalf of the Purchaser. If reserved property of the Purchaser is processed or inseparably mixed, along with other goods not belonging to the Purchaser, the Purchaser shall acquire joint title to the new goods in the same proportion as that of the value of the Purchaser's goods (purchase price plus VAT) to that of the other processed goods at the time of processing or mixing.

The Purchaser is obliged to release, at the request of the Supplier and at his own discretion, the security to which the Purchaser is entitled, if the value of the security exceeds the purchase price of all goods under retention of title not yet paid, by more than 10%.


3. Purchase Price / Payment Conditions

The price stated in the order shall be binding; the price shall include free delivery, including packaging, transportation, statutory VAT and insurance; the Supplier shall take the packaging back; reusable packaging is returned against a full credit. This shall apply unless the parties have agreed otherwise in writing.

Invoices can only be processed, if - as specified in the order - they contain the order number given and the correct invoice address. Claims from building works, repairs, maintenance etc. shall only be accepted, if a document signed by the Purchaser (building works, repair, maintenance schedule) is provided as evidence. The Supplier shall be liable for any and all consequences arising due to non-compliance with this obligation, unless he can prove that he is not responsible for same. Unless otherwise agreed in writing, payment shall be made either on the 15th of the month following the delivery with 3 % cash discount for prompt payment or without this discount within 90 days after delivery . The Purchaser shall have the statutory rights to set-off and retention.


4. Delivery Conditions

Delivery shall be made on the date set in the order; delivery has to arrive at the Purchaser's premises. If a calendar date has been set in the order and the Supplier does not deliver on time, he shall then be in default. The Supplier shall immediately inform the Purchaser in writing if circumstances arise or the Supplier becomes aware of circumstances, which prevent the agreed delivery time being complied with. The commencement of default is not affected by this. In the event of default in delivery, the Purchaser shall be entitled to statutory claims. In particular, the Purchaser shall be entitled, after the expiry of a reasonable period, to demand compensation instead of performance and withdraw from the contract. Unless otherwise agreed in writing, the delivery shall be made free of charge.


5. Documents

The Supplier shall quote the order number on all shipping documents and delivery notes; if he fails to do so, the Purchaser shall not be responsible for any delays in processing. Any costs incurred as a result shall be borne by the Supplier.


6. Obligation to Examine the Goods Supplied and Requirement to Give Notice of Defects / Warranty The Purchaser shall inspect the goods within a reasonable period of time for any visible variations in quality or quantity; a notice of defects is deemed made in time if it is received by the Supplier within a period of 5 working days from receipt of the goods or, in the case of a hidden defect, from the time of its discovery.

The Purchaser shall be entitled to make complaints about defects to the Supplier, even if such defects are not found until processing, or during use. The Purchaser may exercise all statutory warranty claims without limitation. The Purchaser shall, in any case, be entitled, in the event of a justified complaint at his discretion:

a) to return the defective goods and demand a replacement from the Supplier; or

b) to himself remove the defect after expiry of a reasonable period or have it removed by a third party at the Supplier's cost.

The Supplier shall bear all the costs required for the removal of defects or substitute delivery. The right to claim compensation, in particular due to non-fulfilment, remains explicitly reserved.

The limitation period for any claims for defects is two years from passing of the risk. In particular in the case of delivery of machines and other equipment and spare parts for the same, the Supplier guarantees that the laws, ordinances or other regulations applicable at the time of delivery, like the German accident prevention and industrial safety legislation as well as the generally recognised rules of safety and industrial medicine, are adhered to and the machines or other equipment comply with the latest state of the art at the time of the conclusion of the contract and the valid DIN regulations.


7. Packaging

The Supplier shall ensure that packaging is adequate and appropriate. Any loss or damage caused by inadequate packaging shall be borne by the Supplier. Any loss or damage incurred in transit shall, unless otherwise agreed in writing, be assumed to be caused by inadequate packaging.


8. Industrial Property Rights

The Supplier shall be responsible for ensuring that no rights of third parties are violated in connection with his deliveries (in particular patents, trademarks, etc.) within the Federal Republic of Germany or, as far as he is informed, anywhere abroad. In the event of claims by third parties, the Purchaser is fully entitled to statutory claims due to legal defects.


9. Product Liability

Where the Supplier is responsible for damage to a product, he shall indemnify the Purchaser against any third-party claims for compensation. This obligation to indemnify relates to all costs incurred by the Purchaser in connection with a third-party claim. The Supplier shall have sufficient insurance cover for product liability and shall provide a document evidencing the existing insurance cover.


10. Place of Performance Place of performance for all payments is Marburg in Germany, place of performance for all deliveries is the delivery address specified by the Purchaser.


11. Applicable Law, Jurisdiction and Severability Clause

The contractual relationship is governed by German law. The United Nations Convention dated 11th April 1980 on Contracts for the Sale of International Goods (UN Sales Law) is excluded. The place of exclusive jurisdiction for all contractual and non-contractual claims arising from the commercial relationship with businessmen is Marburg in Germany. The invalidity or unenforceability of any of the above provisions, whether in whole or in part, shall not affect the validity of the remaining provisions. In case of doubt the German version of these terms and conditions of purchase shall be binding.


As at: 2018-05-23