GTCP - B2B

General Terms and Conditions of Purchase (GTCP) - B2B

Table of contents

1. scope of application
2. conclusion of contract
3. prices and terms of payment
4. delivery and shipping conditions
5. delivery time and delay in delivery
6. right of disposal, product safety, exemption
7. reservation of title and processing
8. liability for defects
9. entrepreneur recourse
10. statute of limitations
11. Applicable law
12. place of jurisdiction

1) Scope of application

1.1 These General Terms and Conditions of Purchase (hereinafter “GTCP”) of DistrEbution GmbH (hereinafter “Buyer”) shall apply to all contracts for the delivery of goods concluded by an entrepreneur (hereinafter “Supplier”) with the Buyer with regard to the goods offered for sale by the Supplier to the Buyer.

1.2 These Terms and Conditions of Purchase shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Supplier shall only become part of the contract if and to the extent that the Buyer has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the Buyer accepts the Supplier's deliveries without reservation in the knowledge of the Supplier's General Terms and Conditions.

1.3 Individual agreements made with the supplier in individual cases shall take precedence over these Terms and Conditions of Purchase and shall remain unaffected by them.

1.4 An entrepreneur within the meaning of these GTCP is a natural or legal person or a partnership with legal capacity that is acting in the exercise of its commercial or independent professional activity when concluding a legal transaction.

1.5 Entrepreneurs within the meaning of these GTCP are also public authorities or other institutions under public law if they act exclusively under private law when concluding a contract.

2) Conclusion of contract

2.1 Unless the specific circumstances of the individual case indicate otherwise, the contract between the Buyer and the Supplier shall be concluded as follows:

The Purchaser may send a non-binding request to submit an offer to the Supplier by telephone, e-mail, fax or, if applicable, by online contact form. At the Buyer's request, the Supplier shall send the Buyer a binding offer by e-mail, fax or letter for the sale of the goods previously selected by the Buyer from the Supplier's range of goods. The Buyer may accept this offer by submitting a declaration of acceptance to the Supplier by fax, e-mail or letter or by paying the purchase price offered by the Supplier within 7 (seven) days of receipt of the offer, whereby the day of receipt of the offer shall not be included in the calculation of the deadline. The date of receipt of payment by the Supplier shall be decisive for acceptance by payment. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday or a public holiday recognized by the state at the Buyer's registered office, the next working day shall take the place of such a day. If the Buyer does not accept the Supplier's offer within the aforementioned period, this shall be deemed a rejection of the offer.

2.2 In the event of the Supplier's economic inability to fulfill its obligations to the Buyer, the Buyer may terminate existing exchange contracts with the Supplier without notice by withdrawing from the contract. This shall also apply if the supplier files for insolvency. § Section 321 BGB and Section 112 InsO remain unaffected. The Supplier shall inform the Purchaser in good time in writing of any impending insolvency.

3) Prices and terms of payment

3.1 Unless otherwise stated in the Supplier's offer, the prices quoted are net prices and do not include statutory VAT.

3.2 Unless otherwise stated in the Supplier's offer, the price shall include all services and ancillary services of the Supplier as well as all ancillary costs (e.g. proper packaging, customs, import duties, transportation costs including any transportation and liability insurance).

3.3 The payment options shall be communicated to the Buyer in the Supplier's offer and shall be binding for the Supplier, unless any payment restrictions result directly from the Supplier's offer.

3.4 Invoices shall be sent to the Buyer in a single copy, stating the invoice number, order number, quantity, price and other allocation features in the original.

3.5 In the case of bank transfer, payment shall be deemed to have been made on time if the Buyer's transfer order is received by the Buyer's bank before expiry of the payment deadline. The Buyer shall not be responsible for delays caused by the credit institutions involved in the payment process. The Buyer's payment shall be subject to invoice verification.

3.6 The Buyer shall not owe any interest on arrears. The default interest shall be 5 (five) percentage points above the base interest rate per annum. The statutory provisions shall apply to the occurrence of default on the part of the Buyer. In any case, however, a written reminder from the Supplier is required.

3.7 The Buyer shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, the Buyer shall be entitled to withhold due payments as long as it still has claims against the Supplier arising from incomplete or defective performance.

4) Delivery and shipping conditions

4.1 Unless otherwise agreed, goods shall be delivered by dispatch to the delivery address specified by the Buyer.

4.2 The Supplier may only invoke any delivery restrictions if these have already been clearly stated in its offer and the Buyer has not objected to them.

4.3 The Supplier shall only be entitled to make partial deliveries if the Buyer has expressly agreed to them in advance. In the case of permissible partial deliveries, the Supplier shall also be entitled to issue partial invoices.

4.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the Buyer upon handover at the place of performance. If the Supplier is responsible for installation and assembly, the risk shall pass to the Buyer upon completion of the installation and assembly work and handover.

4.5 In the case of self-collection, the Supplier shall first inform the Buyer that the goods ordered by the Buyer are ready for collection. Upon receipt of this notification, the Buyer may collect the goods by arrangement with the Supplier. In this case, the buyer will not be charged any shipping costs.

5) Delivery time and delay in delivery

5.1 The delivery time stated in the supplier's offer is binding. The supplier is obliged to inform the purchaser immediately, stating the reasons and the expected delay, if it is foreseeable that agreed delivery times cannot be met.

5.2 If the Supplier fails to perform or fails to perform within the agreed delivery time or is in default, the Buyer's rights shall be determined in accordance with the statutory provisions.

6) Right of disposal, product safety, indemnification

6.1 The Supplier warrants that it has the right to sell the goods to the Buyer in the contractually agreed condition and to procure ownership thereof. The supplier further warrants that the goods are free from any rights of third parties.

6.2 The supplier is obliged to comply with the recognized rules of technology and the statutory provisions on product safety, in particular the Product Safety Act, and warrants that the goods meet the relevant statutory requirements.

6.3 The Supplier shall indemnify the Buyer against all justified claims of third parties which are asserted in connection with an infringement of their rights in relation to the goods delivered to the Buyer. The Supplier shall also assume the necessary costs of legal defense, including all court and attorney's fees in the statutory amount. This shall not apply if the Supplier is not responsible for the infringement. In the event of a claim by a third party, the supplier is obliged to provide the purchaser immediately, truthfully and completely with all information necessary for the examination of the claims and a defense.

7) Retention of title and processing

7.1 Unless otherwise agreed, transfer of ownership shall take place unconditionally upon handover of the goods to the Buyer and without regard to payment of the purchase price. If, in individual cases, the Buyer nevertheless accepts an offer of transfer of title from the Supplier conditional on payment of the purchase price, the Supplier's retention of title shall expire at the latest upon full payment of the purchase price for the delivered goods. A prolonged or extended retention of title by the supplier is excluded.

7.2 Any processing, mixing or combining of the Buyer's items by the Supplier shall be carried out for the Buyer. The Buyer shall become co-owner of the products manufactured using its items in the ratio of the value of its items to the value of the overall product.

8) Liability for defects

8.1 The statutory provisions shall apply to the Buyer's rights in the event of material defects and/or defects of title in the goods and in the event of other breaches of duty by the Supplier, unless otherwise specified below.

8.2 Within the scope of the commercial duty to inspect and give notice of defects pursuant to Sections 377, 381 of the German Commercial Code (HGB), the Buyer's complaint (notice of defects) shall be deemed immediate and timely if it is received by the Supplier within 10 (ten) calendar days.

8.3 If the Supplier fails to fulfill its obligation to provide subsequent performance (at the Buyer's option, repair or replacement delivery) within a reasonable period set by the Buyer, the Buyer may remedy the defect itself and demand reimbursement of the necessary expenses or a corresponding advance payment from the Supplier (substitute performance). If subsequent performance by the Supplier has failed or is unreasonable for the Buyer (e.g. due to particular urgency or the threat of disproportionate damage), no deadline need be set. The Buyer shall inform the Supplier of this immediately, if possible before taking appropriate measures.

8.4 If the supplier fulfills its obligation to provide subsequent performance by making a replacement delivery, the limitation period for the goods delivered as a replacement shall begin to run anew after their delivery, unless the supplier has expressly and correctly referred to making the replacement delivery without acknowledging a legal obligation when providing subsequent performance.

9) Company recourse

9.1 The Buyer shall be entitled to the statutory rights of recourse pursuant to Sections 445a, 445b BGB without restriction in addition to the claims for defects. In particular, the Buyer shall be entitled to demand from the Supplier the type of subsequent performance (rectification or replacement delivery) that it owes its customer in the individual case. The Buyer's statutory right to choose in accordance with § 439 para. 1 BGB remains unaffected by this.

9.2 Before the Buyer acknowledges or fulfills a claim for defects asserted against it by its customer, it shall give the Supplier the opportunity to comment, setting a deadline. If the statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by the Buyer shall be deemed to be owed to its customer. In this case, the supplier shall be responsible for providing evidence to the contrary.

10) Statute of limitations

The Buyer's claims shall become time-barred in accordance with the statutory provisions.

11) Applicable law

The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international sale of goods.

12) Place of jurisdiction

If the Supplier acts as a merchant, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from this contract shall be the Buyer's place of business. However, the Buyer shall in any case be entitled to appeal to the court at the Supplier's registered office.