General purchasing terms and conditions of RelineEurope GmbH (October 2022)

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§ 1 Scope, Form

1. These General Purchasing Terms and Conditions ("GPTC") apply to all business relationships with business partners and suppliers ("sellers") of RelineEurope GmbH (hereinafter referred to as "RELINE"). The GPTC only apply if the seller is a business entity (§ 14 BGB), a legal entity under public law or a special public fund.

2. The GPTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), regardless of whether the seller manufactures the goods themselves or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GPTC in the version valid at the time of the order by RELINE or in any case the version last communicated to the seller in written form, apply as a framework agreement for similar future contracts, without RELINE having to refer to them again in each individual case.

3. These GPTC exclusively apply. Deviating, conflicting or supplementary general terms and conditions of the seller only become part of the contract insofar as RELINE has expressly agreed to their validity in written form. This requirement for consent applies in any case, for example, even if RELINE accepts the seller's deliveries without reservation despite being aware of the seller's general terms and conditions.

4. In individual cases, individual agreements with the seller (including side agreements, additions and amendments) take precedence over these GPTC. The content of such agreements is, subject to contrary evidence, determined by a written contract or confirmation by RELINE.

5. Legal declarations and notifications of the seller regarding the contract (e.g. deadline setting, reminder, withdrawal) must be made in writing, i.e. in written or textual form (e.g. letter, email).

6. References to the validity of legal provisions are for clarification only. Therefore, even without such clarification, the legal provisions apply insofar as they are not directly amended or expressly excluded in these GPTC.

 

§ 2 Conclusion of contract

1. RELINE's order is binding only when it is confirmed in writing or accepted. In case of obvious errors (such as spelling and calculation mistakes) and incompleteness of the order, including the order documents, the seller must notify RELINE for the purpose of correction or completion before acceptance. Otherwise, the contract is not deemed concluded, cf. § 154 BGB.

2. The order of RELINE is deemed accepted if the seller does not object to it in writing within a period of two (2) working days after receipt of the order.

 

 

§ 3 Prices and payment terms.

1. The price specified in the order in Euros is binding. Unless otherwise agreed in writing, quoted prices are net prices without any applicable value-added tax. Quotations are binding and not remunerated, except as agreed otherwise in writing. If a framework order is placed, the agreed prices for the specified period in the order are binding.

2. Price changes due to changes in the contract product or changes in the requirements of the contract product will be negotiated and agreed upon after joint cost analysis.

3. Unless otherwise agreed in individual cases, the price includes all services and ancillary services of the seller (e.g. assembly, installation, delivery according to Incoterms to the specified delivery address) as well as all ancillary costs (e.g. proper packaging, transport costs, including any transport and liability insurance, travel expenses, provision of tools, triggering of expenses).

4. The agreed price is due for payment within 45 calendar days after complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice (order and item number(s), item description(s), etc.). If RELINE pays within 14 calendar days, the seller grants a 3% discount on the net amount of the invoice. The invoice must not be enclosed with the shipments but must be sent to the invoicing address specified in the order. In the case of bank transfer, payment is considered timely if the transfer order from RELINE is received by RELINE's bank before the payment deadline. RELINE is not responsible for delays caused by the banks involved in the payment process.

5. RELINE does not owe any default interest. The statutory provisions apply in case of payment default.

6. RELINE is entitled to offsetting and retention rights as well as the right to assert non-performance of the contract to the extent provided by law. In particular, RELINE is entitled to withhold due payments as long as RELINE still has claims from incomplete or defective services against the seller.

7. The seller has a right of set-off or retention only for legally established or undisputed counterclaims.

8. The seller is obliged to inform RELINE in writing immediately if he offers a third party on the market a lower price for the goods in a comparable quantity. The seller must also offer RELINE this lower price. At the request of RELINE, the contracting parties will then agree on this lower sales price. The price adjustment will take effect retroactively from the time when the seller should have offered RELINE the lower price according to this paragraph 8.

 

§ 4 Delivery time and delay

1. The delivery time specified by RELINE in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be four (4) weeks from the conclusion of the contract. The seller is obliged to inform RELINE immediately in writing if it is likely that it will not be able to meet agreed delivery times - for whatever reason.

2. If the seller does not perform or does not perform within the agreed delivery time or if he is in default, the rights of RELINE - in particular to withdraw from the contract and to claim damages - shall be determined in accordance with the statutory provisions. The regulations in para. 3 remain unaffected. The unconditional acceptance of the delayed delivery or service does not contain a waiver of the claims for compensation to which RELINE is entitled due to the delay.

3. If the seller is delayed, RELINE can claim compensation for the delay in the form of a flat-rate amount of 0.25% of the net price per calendar day, up to a maximum of 5% of the net price of the delayed goods. However, RELINE can still prove that a higher damage has occurred, and the seller can prove that no damage or lesser damage has occurred.

 

§ 5 Performance, Delivery, Transfer of Risk, Default of Acceptance

1. The seller bears the procurement risk for its services, unless otherwise agreed in individual cases.

2. Within the framework of the technical specifications provided by RELINE, the seller guarantees that all services and deliveries comply with the latest state of the art, the relevant international and national legal provisions, and the regulations and guidelines of authorities, employers' liability insurance associations and professional associations. If deviations from these regulations are necessary in individual cases, the seller must obtain written approval from RELINE. Such approval does not limit liability for defects.

3. Delivery is made within Germany "DAP", outside Germany "DDP", to the place specified in the order. If the place of destination is not specified and nothing else is agreed, delivery must be made to the RELINE headquarters in Rohrbach. The respective place of destination is also the place of performance for delivery and any subsequent performance.

4. A delivery note must be attached to the delivery, indicating the date (issue and dispatch), the contents of the delivery (article number and quantity, weight, remaining quantity for partial deliveries) as well as the RELINE order identification (date and order number), and a bill of lading must be visibly attached outside the shipment. If the delivery note or bill of lading is missing or the respective accompanying document is incomplete, RELINE shall not be responsible for any resulting delays in processing and payment. A corresponding shipping notification with the same content must be sent separately to RELINE. Goods without proper accompanying documents do not have to be accepted by RELINE. If RELINE nevertheless accepts such goods, RELINE reserves the right to charge the seller flat-rate for resulting additional costs (e.g. increased processing or administrative costs).

5. Partial deliveries are generally not permitted unless expressly agreed to by RELINE. However, RELINE reserves the right to request partial deliveries, particularly in the event of capacity constraints of the seller.

6. The risk of accidental loss or deterioration of the goods passes to RELINE upon delivery at the place of performance. If acceptance has been agreed upon, this shall be decisive for the transfer of risk. In all other cases, the statutory provisions of the law on contracts for work and services apply accordingly to acceptance. Refusal to accept the goods by RELINE shall be deemed equivalent to delivery or acceptance if RELINE is in default of acceptance.

7. The legal regulations apply for the occurrence of RELINE's default in acceptance. The seller must expressly offer his performance to RELINE, even if a specific or determinable calendar time has been agreed for an action or cooperation on the part of RELINE (e.g. provision of material). If RELINE defaults in acceptance, the seller may demand compensation for his additional expenses according to the legal regulations (§ 304 BGB). If the contract concerns a unique, non-replaceable item manufactured by the seller, the seller is entitled to further rights only if RELINE is obliged to cooperate and is responsible for the failure to cooperate.

8. The scope of the contract and delivery is determined by the specifications, performance descriptions or other documents provided by RELINE at the time of conclusion of the contract. Drawings provided by RELINE, including tolerance specifications, are binding. In the case of obvious errors (e.g. typing or calculation errors) and incompleteness in the documents submitted by RELINE, the seller must notify RELINE for the purpose of correction or completion, cf. § 154 BGB.

9. If deviations from the original specifications become necessary during the execution of the contract or if they are appropriate, the seller must inform RELINE of this immediately. Subsequent changes may only be made with the written approval of RELINE. If this results in additional or reduced costs, both the seller and RELINE are entitled to request an adjustment of the price due to the seller.

10. If the delivery of completely assembled units is agreed, the seller is obligated to subject these units to an inspection for completeness, (electrical) functionality, and compliance with the specified fastening and assembly instructions of RELINE or other instructions prior to delivery. At the request of RELINE, the seller must provide corresponding inspection plans.

11. The transport must be carried out without additional costs using interchangeable packaging units or disposable pallets. Grid box and Euro pallets will be exchanged in the incoming goods department of RELINE with the delivering freight forwarder. The seller must ensure the return of other interchangeable packaging units without incurring additional costs for RELINE. The seller must comply with the regulations of the respective carrier. The seller shall be liable for damages resulting from inadequate packaging.

12. RELINE has the right to use the software, including its documentation, that is part of the scope of delivery, not only to the extent permitted by law but also with the agreed performance features and to the extent necessary for the contractual use of the product. RELINE may create a backup copy of the software without express permission.

13. Serious events, in particular force majeure, pandemics, industrial disputes, unrest, war or terrorist activities, that have unforeseeable consequences for the performance of the contract release the contracting parties from their obligations to perform for the duration of the disturbance and to the extent of its effect, even if they are in default. This does not automatically result in the termination of the contract. The contracting parties are obliged to notify each other of such hindrances and to adapt their obligations to the changed circumstances in good faith. It should be noted that RELINE is always given priority over other customers, but at least not disadvantaged in terms of delivery.

 

 § 6 Subcontractors, Changes in Production Processes

1. Without the written consent of RELINE, the seller is not entitled to have the performance owed by him provided by third parties (e.g. subcontractors). In any involvement of third parties, the seller is obliged to ensure that his obligations according to the GTC are correspondingly assumed and observed by the third party. The seller is particularly obliged to agree contractual arrangements with the third party before commencing its activities regarding warranty and liability, confidentiality, the granting of rights to project results and extrajudicial results as well as compliance that comply with the provisions regulated in these GTC at least.

2. The seller is aware that changes in the production process of the goods as well as changing suppliers or the production site can have a detrimental effect on the quality, characteristics, and usability of the goods. Therefore, any changes in the production process must be coordinated with RELINE before their implementation. Without the written consent of RELINE, the seller is not entitled to change the composition of the goods, change the sources of supply and/or suppliers of ingredients and raw materials, make changes in the production process or change the production site. The seller is obliged to inform RELINE of such a planned change at least 12 weeks in advance in writing and to await the approval of RELINE.

 

§ 7 Confidentiality and Retention of Title

1. RELINE reserves ownership and copyright rights as well as the right to file for industrial property rights regarding images, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used confidentially solely for contractual performance and must be returned to RELINE after completion of the contract. The documents (as defined in sentence 1) must be kept confidential towards third parties even after termination of the contract. The obligation to maintain confidentiality applies for an additional five (5) years beyond the duration of the cooperation. It shall expire when and to the extent that the knowledge contained in the provided documents has become generally known. Without the prior written consent of RELINE, these documents, information, or data - except for deliveries to RELINE and for the execution of the order - may not be duplicated or commercially used. Upon request of RELINE, all documents specified in sentence 1, including made copies or recordings and borrowed items, are to be returned promptly and in full to RELINE. The Seller is obliged to comply with all data protection regulations.

2. The above provision applies correspondingly to substances and materials (e.g., software, finished and semi-finished products) as well as to tools, templates, patterns, and other objects provided by RELINE to the Seller for production. Such objects must be stored separately at the Seller's expense as long as they are not processed and insured to an appropriate extent against destruction and loss. At the same time, the Seller assigns to RELINE all compensation claims from this insurance (fire, breakage, water, theft) in advance. RELINE accepts this assignment herewith.

3. Products developed or manufactured according to RELINE's documents or specifications or with its tools or reproduced tools may not be used by the Seller itself or offered or delivered to third parties. This applies analogously to printing orders from RELINE. This also applies beyond the time after the order has been processed.

4. The Seller is obliged to carry out necessary maintenance and inspection work on RELINE's tools at his own expense in a timely manner. Repairs will be carried out after written agreement. The tools must always be kept in a usable condition and handled and stored professionally and properly. Disruptions must be reported immediately to RELINE. If these obligations are not observed, the Seller is obliged to compensate RELINE for the resulting damages.

5. The processing, mixing, or connection (further processing) of objects provided by the Seller is carried out for RELINE. The same applies to further processing of the delivered goods by RELINE, so that RELINE is deemed to be the manufacturer and acquires ownership of the product in accordance with the legal regulations, at the latest with further processing.

6. The transfer of ownership of the goods to RELINE must take place unconditionally and regardless of the payment of the price. However, if RELINE accepts an offer by the Seller for transfer of ownership based on payment of the purchase price in individual cases, the Seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. RELINE is authorized to continue to resell the goods in the ordinary course of business before payment of the purchase price, with the assignment of the resulting claim (alternatively, the simple retention of title applies, which extends to the resale). This excludes all other forms of retention of title, in particular the extended, forwarded, and extended retention of title for further processing.

7. After the order has been processed, the Seller must return RELINE's tools as well as other documents to RELINE upon request.

 

§ 8 Defective Delivery

1. For RELINE's rights in case of defects in the goods (including incorrect or incomplete delivery, improper assembly, faulty assembly, operation or instruction manual) and in case of other breaches of duty by the seller, the statutory provisions shall apply unless otherwise provided below.

2. According to statutory provisions, the seller is liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to RELINE. The agreed quality shall be deemed to be any product descriptions which, in particular through naming or reference in RELINE's order, are the subject of the respective contract or which have been incorporated into the contract in the same way as these terms and conditions of purchase. It does not matter whether the product description comes from RELINE, the seller or the manufacturer.

3. RELINE is not obliged to inspect the goods or to make special inquiries about any defects at the time of conclusion of the contract. Partially deviating from § 442 para. 1 sentence 2 BGB, RELINE therefore has unrestricted claims for defects even if it remained unknown to RELINE at the time of conclusion of the contract due to gross negligence.

4. The statutory provisions shall apply to the commercial duty to inspect and give notice of defects (Sections 377, 381 HGB) with the following proviso: RELINE's duty to inspect shall be limited to defects that are apparent upon external inspection of the goods, including the accompanying delivery documents, during the incoming goods inspection carried out by RELINE (e.g. transport damage, incorrect or incomplete delivery) or that are detectable in a random quality control inspection, if available. If acceptance has been agreed, there is no duty to inspect. Otherwise, it depends on whether an inspection is advisable in consideration of the circumstances of the individual case in accordance with proper business practices. RELINE's obligation to give notice of defects for defects discovered later shall remain unaffected. Without prejudice to RELINE's duty to inspect, its notice of defects (notification of defect) shall in any case be deemed to be immediate and timely if it is sent in writing within seven (7) working days after discovery (hidden defect) or, in the case of obvious defects, within three (3) working days after delivery.

5. RELINE is entitled to subsequent performance in accordance with the statutory provisions. The seller bears all expenses necessary for the purpose of subsequent performance, including removal of the defective goods and re-installation if the goods have been installed in or attached to another item in accordance with their nature and intended use; the statutory right of RELINE to compensation for corresponding expenses shall remain unaffected. The seller shall also bear the costs necessary for the purpose of inspection and subsequent performance, even if it turns out that there was no defect. The liability of RELINE for damages in the event of unjustified requests for remedy of defects shall remain unaffected; in this respect, however, RELINE shall be liable only if it has recognized or grossly negligently failed to recognize that there was no defect.

6. Without prejudice to the statutory rights of RELINE and the provisions in paragraph 5, if the seller fails to fulfill his obligation to provide subsequent performance - at the option of RELINE by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) - within a reasonable period of time set by RELINE, RELINE may remedy the defect itself and demand compensation for the expenses incurred or a corresponding advance payment from the seller. If subsequent performance by the seller has failed or is unreasonable for RELINE (e.g. due to special urgency, endangerment of operational safety or the imminent occurrence of disproportionate damages), no deadline is required; RELINE will inform the seller immediately, if possible beforehand, of such circumstances.

7. If RELINEEUROPE incurs costs as a result of defective delivery, in particular transport, travel, labor, material costs, or costs for an incoming inspection exceeding the usual scope, the seller shall bear these costs. RELINE is also entitled to demand compensation from the seller for the expenses it has or had to bear in relation to its customers because they have a claim against RELINE for reimbursement of the expenses necessary for subsequent performance, in particular transport, travel, labor, and material costs.

8. In addition, RELINE is entitled to a reduction in the purchase price or to rescind the contract in accordance with the statutory provisions in the event of a defect in the item or a legal defect. Furthermore, RELINE is entitled to damages and reimbursement of expenses in accordance with the statutory provisions.

 

 

§ 9 Supplier's recourse

1. RELINE's legally determined recourse claims within a supply chain (supplier recourse according to §§ 445a, 445b, 478 BGB) are available to RELINE without restriction in addition to the claims for defects. RELINE is particularly entitled to demand from the seller exactly the type of subsequent performance (rectification or replacement delivery) that RELINE owes to its customers in individual cases. This does not restrict RELINE's statutory right of choice (§ 439 (1) BGB).

2. Before RELINE acknowledges or fulfills a defect claim (including reimbursement of expenses according to §§ 445a para. 1, 439 paras. 2 and 3 BGB) made by its customers, RELINE will notify the seller and request a written statement on the matter with a brief explanation of the situation. If a substantiated statement is not made within a reasonable period and no mutually agreed solution is reached, the defect claim actually granted by RELINE will be deemed owed to its customer. In this case, the burden of proof lies with the seller.

3. RELINE's claims arising from supplier recourse also apply if the defective goods were further processed by RELINE or another contractor, e.g., by being installed in another product.

 

§ 10 Product Liability

1. If the seller is responsible for a product liability, he shall indemnify RELINE to the extent that the cause of the damage is within his sphere of control and organization, and he is liable to third parties in external relations.

2. As part of the indemnification obligation, the seller shall reimburse expenses in accordance with §§ 683, 670 BGB (German Civil Code), which arise from or in connection with third-party claims, including recalls carried out by RELINE. RELINE shall inform the seller of the content and scope of recall measures, as far as possible and reasonable, and give him the opportunity to comment. Further legal claims remain unaffected.

3. The seller shall conclude and maintain a worldwide product liability insurance policy with a lump sum coverage of at least €5 million per personal injury or property damage. Upon request by RELINE, the seller shall provide the insurance policy.

 

§ 11 Intellectual Property Rights

1. The Seller guarantees that its delivery does not infringe any industrial property or copyright of third parties.

2. If RELINE is held liable by a third party for any infringement of intellectual property rights or violation of competition law in connection with the delivery, the Seller shall indemnify RELINE upon first written request from any such claims and support RELINE in defending against such claims. Furthermore, the Seller shall compensate RELINE for all damages resulting from such claims, including attorney and court fees.

3. The Seller reserves the right to prove that it is not responsible for the infringement of third-party rights.

 

§ 12 Work on the factory premises

1. Persons who perform work on the premises of RELINE in fulfillment of the contract must comply with the statutory provisions, accident prevention regulations, and the provisions of the respective operating rules.

2. RELINE, as well as its legal representatives or vicarious agents, shall only be liable for damages incurred by these persons on the factory premises in case of intentional or grossly negligent breach of duty, and in case of injury to life, body, or health, also in case of any negligent breach of duty.

 

§ 13 Statute of limitations

1. The mutual claims of the contracting parties shall become statute-barred in accordance with the statutory provisions, unless otherwise stipulated below.

2. Notwithstanding § 438 Para. 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims based on defects is three (3) years from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies to claims based on defects in title, while the statutory limitation period for claims for the recovery of possession of third-party rights in rem (§ 438 Para. 1 No. 1 BGB) remains unaffected. Claims based on defects in title shall not become time-barred in any case as long as the third party can still assert the right against RELINE, in particular due to the statute of limitations.

3. The limitation periods under the law of sales, including the extension set forth above, apply - to the extent permitted by law - to all contractual claims based on defects. To the extent that RELINE is entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period and the respective statutory commencement of the limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods under the law of sales leads to a longer limitation period in individual cases.

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§ 14 Compliance, Social Responsibility and Sustainability

1. The seller assures RELINE that he and any suppliers used by him in fulfilling the contract will strictly adhere to the following standards: a.    Zero tolerance for forced labor, child labor, illegal discrimination, and corruption; b.    ompliance with all laws and regulations that apply in the context of fulfilling the contract, especially regarding working hours, compensation, occupational health and safety, hygiene, environmental protection, and freedom of assembly.

2. The seller is obliged to comply with the provisions of the Minimum Wage Act (MiLoG) within its scope, which means, in particular, to pay his employees the minimum wage prescribed by the MiLoG when providing any work or services for RELINE. The same applies to any applicable minimum wage regulations in foreign countries. The seller shall not engage any suppliers in fulfilling the order who he knows or should have known, that they violate the provisions of the MiLoG or other minimum wage regulations. The seller shall ensure in an appropriate manner that there is no violation of minimum wage regulations on the part of any suppliers used by him. The seller shall indemnify RELINE upon first request from any liability to pay the minimum wage to the employees of the seller and the employees of any suppliers used by him.  

3. The seller must comply with the requirements of the Code of Conduct for Contractual Partners and ensure that his subcontractors also act accordingly. The seller acknowledges RELINE's Code of Conduct for Contractual Partners in its current version as part of the contractual and business relationship.

4. The seller must demonstrate compliance with the above standards and requirements through an annual ESG certificate. The certificate must be obtained through the provider CRIF. The seller must provide RELINE with the currently valid certificate upon request.

5. If the seller violates a provision of this section 14 with gross negligence or intent, and RELINE is therefore unable to continue with the contract, RELINE is entitled to terminate the contract with immediate effect or with a period specified by RELINE. RELINE also has this right if it is informed of facts that lead to a reasonable suspicion of a not insignificant violation of the regulations mentioned in this section 14, and the seller is unable to refute this suspicion with verifiable facts within a reasonable period set by RELINE. In this case, it is also a prerequisite for RELINE's exercise of rights that continued performance of the contract is no longer reasonable for RELINE.

 

§ 15 Documentation, Audits

1. The Seller is obliged to keep books and financial records in accordance with applicable laws and regulations, including with respect to all payments made or received by RELINE.

2. The Seller shall allow representatives of RELINE or its agents to enter the Seller's manufacturing facilities and offices during normal working hours to conduct quality inspections, technical and mechanical testing of the products' production, and to verify compliance with the terms of this Agreement. Such inspections shall be announced with a notice period of at least one week and shall not unreasonably interfere with the Seller's production or other processes.

 

§ 16 Choice of Law, Jurisdiction

1. For these GPTC and the contractual relationship between RELINE and the Seller, the substantive law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

2. All disputes arising from the current contract shall be decided by the courts having jurisdiction over RELINE's place of business. However, RELINE is also entitled to file a lawsuit at the Seller's registered office. Mandatory statutory provisions on exclusive jurisdiction remain unaffected by this provision.

 

 

§ 17 Severability Clause

If these GPTC contain a gap and/or a contractual provision is or becomes wholly or partially invalid, the GPTC shall remain otherwise effective. Instead of the invalid provision or to fill the gap, the parties shall agree on a reasonable provision which, to the extent legally possible, comes closest to what the parties intended or would have intended according to the sense and purpose of the contract if they had considered the point at the time of conclusion of this contract.