(as of December 2005)

§ 1 General
These conditions for purchasing exclusively apply to the orders by the ordering party, in the following called OP. The confirmation or execution of the order is ‎considered an acceptance of these conditions for purchasing. This also applies if the contractor / supplier indicate that he will only deliver on his conditions.  ‎Other conditions and deviations from these conditions for purchasing require the written consent of the ordering party to be effective. Our general conditions ‎for purchasing also apply to all future business dealings with the supplier.‎

§ 2 Order
An order is only deemed to be placed if it is made out in writing and signed by the OP. Oral orders and orders by phone are only binding to the OP if they ‎were confirmed by subsequent consignment of a written order. Other additional expenses (duties, insurance premium, toll fees, etc.) are at the expense of ‎the supplier and are to be incorporated in his offer. If the OP does not receive a written order confirmation through the supplier within 5 days after order ‎placement, Scholpp is entitled to a written cancellation.  Changes and supplements to the order, and the acceptance have to be made in writing. Oral ‎subsidiary agreements, irrespective of whether during or after the closing of the contract, are only valid if they were confirmed in writing by the OP. The ‎supplier has to provide an order fulfilment guarantee on request by the OP.‎

§ 3 Invoice
Invoices are to be supplied in duplicate. In no case are they to be enclosed with the goods. Principally invoices will only be paid if delivery notes, acceptance ‎protocol or similar are enclosed, correctly and legibly signed. All data related to the orders aforementioned and highlighted in colour, are to be displayed ‎accordingly on the invoice. The OP will only perform advance and partial payments after previous agreement. The supplier is responsible for all costs and ‎consequences which result from non-compliance with this obligation.‎

§ 4 Deliveries
The agreed delivery terms and dates are binding, excluding force majeure. The running of the term begins with the order date. The goods have to be ‎received at the receiving location specified by the OP within the delivery period, or on the delivery date. The supplier has to inform the OP immediately and ‎request a decision on the maintenance of the order in case delays are expected. The OP is not obliged to accept delivery before the expiration of the delivery ‎date. If delivery and service dates are exceeded, Scholpp is entitled to demand a contractual penalty to the amount of 1% for each week or part thereof, ‎however altogether a maximum of 5% of the total order value, or to withdraw from the contract. The statutory entitlements due to arrears are not affected ‎through the agreement of the contractual penalty or its assertion. The delivery takes place free domicile or free to the specified receiving address at the ‎suppliers expense and risk. The OP is only obliged to accept partial delivery if this has been contractually agreed beforehand. The risk of accidental loss or ‎incidental deterioration is borne by the contractor until acceptance. Should the contractor not fulfil his contractual obligations in connection with the transport ‎‎(e.g. unloading of the delivery object), he will have to refund the incurred costs to the OP. A premature transfer of risks does not take place even if the OP ‎contributes to the fulfilment of the acts which are incumbent on the contractor; the OP is only responsible for gross negligence and intent. When issuing the ‎delivery papers the supplier has to take into consideration that for every delivery from abroad, he has to enclose the manufacturer certificate with each ‎delivery. (Manufacturer certificate according to EG-VO 1207/2001) The packaging is included in the price. The supplier has to select the packaging specified ‎by the OP and make sure that the goods are protected from damages through the packaging. The supplier is responsible for the disposal of the packaging. ‎Returnable packaging is to be collected after an adequate and agreed time period, free of charge to the OP.‎ 

§ 5 Payment conditions / payment terms
Unless agreed otherwise the net payment takes place within 30 days. For payments within 14 calendar days, the supplier allows a 3% discount on the ‎invoice amount. The term commences with the receipt of the contractual delivery and a perusable invoice. Instalments on partial deliveries must in advance ‎be agreed upon in writing. A payment reminder has to take place in writing. The OP only defaults after a payment reminder. The handover of the transfer ‎order to the bank / credit institute or the day of the posting of the cheque is decisive for the punctuality of our payment.‎

§ 6 Performance of services
The supplier takes on the obligation to ensure that the goods, including appearance and labelling, comply with the specifications by the OP, that the order is ‎executed competently and appropriately according to the prevailing state of technology taking into account the regulations and laws valid in Germany, as well ‎as restrictions by authorities, administrative bodies and the respective applicable technical regulations and standards. ‎

§ 7 Guarantee/warranty/reclamations
The supplier guarantees that his delivery or service is free of defects. The warranty period is three years. The course of this period begins with the discovery ‎of a defect by the ordering party. The period is being suspended with a written notice of defects by the OP until rectification of deficiencies or until the final ‎written refusal by the supplier to rectify the defect. The OP will inspect the delivery and services immediately as far as this is possible within the proper ‎business process - at the latest however within two weeks after delivery - and will inform the supplier promptly after discovery, in writing. Any inspection ‎duties on behalf of the ordering party are restricted to the immediate inspection of the goods on whether they conform to the ordered amount and the ordered ‎type as well as whether there are externally recognisable transport damages or externally recognisable defects. As far as the ordering party is obliged to ‎carry out an immediate notification of defects, hidden defects can be reprehended within 2 weeks, other defects within 1 week after discovery. In any case ‎the right to choose between the rectification of deficiencies and new consignment rests with the contractor. Upon delivery of faulty goods the supplier ‎receives the opportunity for repair or subsequent delivery. If the supplier cannot carry this out or if he does not immediately comply after the request and ‎setting of a deadline, the OP is entitled to rectify the defects  at the cost and risk of the supplier, or if the rectification is not possible to stock up from another ‎supplier at the cost of the supplier. In urgent cases the OP is entitled to carry out the correction himself of have it carried out by a third party after notifying the ‎supplier. The costs incurred hereby are to be paid by the supplier. The OP is entitled to reject any goods which are not furnished with the following minimum ‎particulars in a well legible way:‎
- ‎the name of the orderer
- ‎the cost centre / the cost unit
- ‎the delivery location.‎
The OP however reserves the right to still accept the goods. ‎

§ 8 Appointment of subcontractors/supplier
The supplier has to inform Scholpp in writing should he want to appoint subcontractors. Scholpp reserves the right to reject subcontractors/suppliers. These ‎are considered auxiliary persons according to § 278 BGB.‎

§ 9 Liability
The contractor will exempt the ordering party from claims which can be made against the ordering party because of a defect or fault of a product delivered by ‎the contractor. Additionally the contractor will indemnify the ordering party of all costs and expenses which the ordering party incurs in connection with ‎provisions - necessary according to type and scale - for the prevention of a non-contractual liability according to domestic and foreign laws (e.g. according to ‎the product liability law)(especially through warnings and product recalls); this does however only apply in as far as these actions have been caused by a ‎faulty delivery by the contractor. The contractor is incidentally liable according to the legal regulations and this is also unlimited. ‎

§ 10 Property rights
It is the liability of the supplier to ensure that no patents or other property rights of third parties are breached. He exempts the OP and his clients from all ‎claims from the use of such property rights. With the delivery of a copyright protected creation the OP receives a non-exclusive right of use of all kinds.  In ‎this case the OP is also entitled to obtain the necessary authorisation for delivery, operation, utilisation, resale, etc. of the delivery object from the owner of ‎such property rights at the cost of the supplier.  ‎

§ 11 Confidentiality
The supplier commits to keeping as business secret all apparent technical and commercial details in connection with the ‎order by the OP, which becomes known to him through the business relationship. In particularly special structures of the ‎assembly and auxiliary equipment are the intellectual properties of the OP and have to be kept secret by the supplier. All ‎items like e.g. offers, orders, drawings, lifting equipment, tools, that were made available to the supplier by the OP, remain the ‎property of the OP and may not be made accessible to third parties. Subcontractors and sub-suppliers are to be engaged ‎accordingly. For every case of a breach of the confidentiality obligation the supplier commits to the payment of a contractual ‎penalty in the amount of 50,000 €. The proof of lesser damage remains with the supplier. ‎

§ 12 Improper advertising
Advertising for the supplier can only then allude to the business relationship if the OP has expressly and in writing agreed to ‎this. The company logo of the Scholpp group cannot be used for advertising without written consent.  ‎

§ 13 Non-competition clause
For the duration of 2 years from the last order by the OP, the supplier commits not to approach customers of the OP, to offer his services in a similar or in the ‎same way, which he carried out as subcontractor service for the OP and therefore as their partial service to the customer. For every breach of the ‎aforementioned declaration of commitment the contractor commits to the payment of a contractual penalty in the amount of Euro 50,000.- to the OP, ‎without the need for their forfeit of culpably behaviour by the OP.    ‎

§ 14 Assignment of claim
Claims by the supplier towards the OP may only be assigned to third parties with written consent by the OP. ‎

§ 15 Offset/retention
An offsetting or retention of claims by the OP and claims connected with this is only allowed with payable counterclaims, which are not opposed by an ‎objection or which are declared legal.  ‎

§ 16 Place of fulfilment, laws and jurisdiction
Place of fulfilment and jurisdiction in Germany are the headquarters of the OP of the ordering branch. German laws apply to all legal relationships between ‎the supplier and the OP. If the supplier has his headquarters outside of Germany, German law with inclusion of the CISG applies. The ordering party can ‎withdraw from the contract if the supplier has made an application for the commencement of insolvency proceedings or if the supplier has not just temporarily ‎suspended his payments or if insolvency proceedings were opened on the assets of the supplier or the opening of proceedings was rejected due to a lack of ‎mass.  ‎

§ 17 Severability clause
It will not affect the validity of the remaining provisions, should one or more provisions of the general conditions for purchasing be or become void.  ‎

SCHOLPP Montage GmbH

Infoline: + 49 (0)1805 758599
E-mail: info(at)scholpp.de

Location addresses/contacts