Conditions of purchase

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Purchase conditions of the ORNAMIN Group

Ornamin-Kunststoffwerke GmbH & Co. KG / Instore-Marketing GmbH / Ornamin Limited

I. Application

1. Our terms and conditions of purchase apply exclusively; we shall not accept any terms and conditions of the supplier which differ from our terms of purchase, unless we have expressly and in writing agreed to their validity. Our terms and conditions of purchase shall also apply if we accept unconditionally in the knowledge of contradictory terms of the supplier deviating from our purchasing conditions.2. All agreements made between us and the supplier for the purpose of the execution of this contract are set down in writing or in this contract.
3. Our terms and conditions of purchase apply only to companies according to § 310 para. 1 BGB (German Civil Code).

II. Prices
1. The supplier is obliged to accept our order within a period of two weeks.
2. We expressly reserve the right on property and copyright in illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our written consent. They are expressly only to be used for the production on the basis of our order; after the execution of the order, they are to be returned to us unsolicited. They must be kept secret to third parties.

III. Prices, terms of delivery and payment
1. The price stated in the order is binding. The price includes the applicable VAT rate at that time.
2. In the absence of deviating written agreements, the price also includes the delivery DDP Minden according to Incoterms 2010.
3. A suitable packaging of the goods is also included in the price, in the absence of any other written agreements. The return of the packaging requires special agreement.
4. The permissible packing height of pallets supplied by suppliers is based on the CCG2 standard. The loading height is 160 cm up to a maximum of 195 cm. Higher Pallets are not accepted at the warehouse.
5. We can only process invoices if these – according to the specifications in our orders – specify the order number specified there; The Supplier shall be responsible for all consequences resulting from non-compliance with this obligation, unless he can prove that he is not responsible for this.
6. Unless otherwise agreed in writing, we shall pay the purchase price within 14 days from the date of delivery and invoice receipt, with a 2% discount or within 30 days net.
7. We shall be entitled to set-off and retention rights to the extent permitted by law.

IV. Delivery times
1. The delivery time stated in the order is binding.
2. The supplier is obliged to notify us immediately in writing if circumstances arise or become apparent to him, which result in the fact that the stipulated delivery date cannot be met.
3. In the event of a delay in delivery, we are entitled to the statutory claims. In particular, we shall be entitled to demand damages instead of performance and withdrawal from the contract after expire of an appropriate period. If we demand compensation instead of performance, the supplier is entitled to prove to us that he is not responsible for the breach of duty.

V. Transfer of risk and delivery documents
1. The supplier is obligated to specify exactly our order number on all shipping documents and delivery notes; if he fails to do so, we shall not be held responsible for any delays in the processing.

VI. Liability for defects and duty to notify
1. We are obliged to inspect the goods within a reasonable period for possible quality and quantity deviations; any complaint is timely provided when it is received by the supplier within a period of 5 working days from the date of receipt of the goods or for hidden defects as of discovery.
2. The statutory warranty claims are unlimited; In any case, we shall be entitled to demand from the Supplier, at our discretion, the removal of defects or the delivery of a new item. The right to compensation for damages, in particular to compensation for damages instead of performance, remains expressly unaffected.
3. We are entitled to remedy the defects ourselves at the supplier’s expense if the supplier is in delay with the supplementary performance.
4. The period of limitation shall be 36 months from the transfer of risk insofar as the mandatory provisions of §§ 478,479 BGB do not apply.
5. In the case of a consumer goods purchase, the provisions of § 478, 479 BGB shall remain unaffected.

VII. Product liability and insurance
1. In so far as the Supplier is responsible for a product defect, he is obliged to indemnify us from claims for damages on the part of third parties on the first demand, as the cause is within his organizational sphere and he is liable in the external relationship itself.
2. Within the scope of his own liability for damages as defined in para. 1, the Supplier shall also be obliged to reimburse us for any expenses in accordance with §§ 683, 670 BGB or § 830, 840, 426 BGB With a lawfully conducted recall action. We will inform the supplier in advance of the content and extent of such a recall action, as far as possible and reasonable, in advance and give him the opportunity to comment.
3. The supplier undertakes to maintain a product liability insurance with a cover sum of € 10 million per person / property damage; if we are entitled to further damages claims, these remain unaffected.

VIII. Protection rights
1. The supplier guarantees that no rights of third parties are infringed in connection with his delivery.
2. If we are claimed by a third party, the supplier is obligated to release us on the first written request. In the case of claims for damages by the third party, the Supplier reserves the right to prove that he has not caused the violation of the rights of the third party.
3. The supplier’s obligation to exempt covers all expenses which would necessarily have arisen from us or in connection with the claim by a third party.
4. The period of limitation shall be 36 months from the date on which the risk is transferred.

IX. Place of performance, jurisdiction and choice of law
1. Unless otherwise specified in the contract, the place of performance and payment shall be our place of business in Minden. If the customer is a merchant, a legal person of public law or a public special fund, exclusive court of jurisdiction is the court of jurisdiction for our business in Minden.
2. This Agreement shall be governed by the law of the Federal Republic of Germany. The application of the UN purchase law is excluded.

January 2017