General conditions of purchase
General Terms and Conditions of Purchase of Pfister Waagen Bilanciai GmbH
All deliveries, services and offers of our suppliers shall be made exclusively on the basis of these General Terms and Conditions of Purchase, provided that they are entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 of the German Civil Code (BGB). These are an integral part of all contracts that we conclude with our suppliers for the deliveries or services offered by them. They shall also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
In addition to these General Terms and Conditions of Purchase, our Supplementary General Terms and Conditions of Purchase for IT and/or TC Services shall apply in the event of the purchase, procurement and utilization of IT and/or TC Services.
Terms and conditions of our suppliers or third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to terms and conditions of the supplier or a third party, this does not constitute an agreement to the validity of those terms and conditions.
- Inquiries, offers
These conditions also apply to our inquiries. Our inquiries are non-binding. The supplier must adhere to our inquiry in the offer and expressly point out any deviations. The submission of offers is free of charge and non-binding for us. We cannot grant any remuneration for visits, preparation of plans, drawings and the like without express written agreement.
- Orders / Written form
Orders are only binding for us if they are placed by us in writing and confirmed by the supplier in writing within 7 days of the order date without any changes. Otherwise, we reserve the right to withdraw our order without incurring any costs. Verbal agreements are only binding after written confirmation by us. The same applies to changes and additions to orders. Written notifications within the meaning of the legal relationship shall also include notifications by fax or e-mail and shall be effective without a handwritten signature if a corresponding note is made on the order form. Services for which a written order has not been placed shall not obligate us and shall not be paid for, even if such services are provided at the request of our personnel. The complete or partial subcontracting of deliveries and services to third parties requires our prior written consent.
We are entitled to cancel the contract at any time by written declaration stating the reason if we can no longer use the ordered products in our business operations due to unforeseen circumstances occurring after conclusion of the contract for which we are not responsible. The partial services rendered by the supplier shall be remunerated.
The price stated in our order is binding and does not include statutory sales tax. Price changes must be expressly acknowledged by us.
Costs of transport, including packaging, insurance and all other ancillary costs, shall be borne by the supplier, unless expressly agreed otherwise.
If the supplier undertakes the installation or assembly, he shall bear all necessary ancillary costs, such as travel expenses, provision of tools and allowances, unless otherwise agreed.
- Delivery time and consequences of delayed delivery
Confirmed delivery dates refer to receipt at our goods receiving department or at the place of delivery specified in the order and are binding, except in cases of force majeure. Delivery schedules become binding if the supplier does not object within three working days of receipt.
The supplier shall notify us immediately of any recognizable delays in delivery, stating the reasons and the measures initiated.
If the supplier does not perform his due service, does not perform it as owed, does not perform it within the agreed delivery time or is otherwise in default, our rights – in particular to withdraw from the contract and to claim damages – shall be determined without restriction in accordance with the statutory provisions.
Partial deliveries require our consent and are to be marked as such in the shipping documents.
Additional costs, in particular in the case of necessary covering purchases, shall be borne by the supplier. The unconditional acceptance of the delayed delivery does not imply a waiver of claims for compensation. In the event of a delay in delivery, we shall be entitled to claim liquidated damages for the delay in the amount of 1% of the delivery value per completed week, but not more than 5%. Both parties reserve the right to prove higher or lower damages. Further legal claims (withdrawal and compensation instead of performance) remain reserved.
- Transport, freight, packaging, cargo securing, customs, transfer of risk
6.1 Transport, freight
Deliveries shall be made DAP (Incoterms as amended from time to time) to the place designated by us, unless otherwise specified, including packaging.
In the case of agreed delivery “ex works”, the dimensions and weight must be communicated to us in good time. Transport insurance shall be covered by us insofar as we are obliged to do so under the agreed delivery clause (Incoterms as amended from time to time).
Packaging and shipping instructions must be strictly observed.
The packaging of the goods is the responsibility of the supplier. Cost of packing is included in the purchase price. If, by way of exception, we agree to bear the packaging costs, these shall be charged at the verifiable cost price. The packaging shall be properly adapted to the requirements of the respective goods. Sufficient self-protection of the goods against damage and safe handling during loading, transport and handling/storage must be ensured by the packaging. Any damage to the goods due to defective or missing packaging shall be borne by the supplier. Hazardous substances must be packaged and labeled in accordance with the applicable laws, and the relevant versions of the safety data sheets must be supplied. Likewise, dangerous goods must be packaged and marked and transported in accordance with the applicable laws of the respective countries (including transit countries), the dangerous goods classification or, if applicable, the bill “no dangerous goods” must be indicated on the delivery bill.
We reserve the right to return the packaging at the supplier’s expense. Returned packaging shall be credited to us, unless we have already debited it.
6.3 Loading/ Load securing
The supplier is responsible for ensuring that all motor vehicles supplying us on his behalf comply with all legal requirements (e.g. load securing, permissible total weight). Otherwise we reserve the right not to accept these deliveries.
6.4 Customs / Export control
For deliveries from abroad, the international H.S. codes of the delivered goods(s) must be stated in the delivery notes/invoices.
In the case of deliveries and services from a country outside Germany that is a member of the EU, the supplier must provide its EU VAT identification number. Specify. Imported goods must be delivered duty paid. The supplier is obliged to provide, at its own expense, any declarations and information required under Regulation (EU) 2015/2447, to permit inspections by the customs authority and to provide any official confirmations required.
The supplier is obliged to state the country of origin for goods of non-preferential origin and to issue a certificate of origin if required. The supplier is obligated to inform us in detail and in writing about any licensing requirements or restrictions for (re-)exports in accordance with German, European and US export and customs regulations as well as export and customs regulations of the country of origin of the goods and services.
6.5 Transfer of risk
The price risk and the risk of accidental destruction/loss or accidental deterioration of the goods shall pass to us in the case of delivery without installation or assembly upon receipt at the delivery address specified by us and in the case of delivery with installation or assembly upon successful completion of our acceptance. Commissioning or use does not replace our declaration of acceptance.
- Delivery bill
Each delivery must be accompanied by a delivery bill indicating our order number, article number and the description of the contents according to type and quantity. In the case of deliveries and services to a place of delivery/service other than our registered office, a copy of the delivery bill must be sent to us.
- Invoices, payment terms, and compensation for estimates, etc.
Cost estimates, drafts, drawings and samples shall only be remunerated by us if a written agreement has been made in advance. We can only process invoices and delivery bills if these – in accordance with the specifications in our purchase order – state the order number, vendor number and article numbers shown there. If one or more of these details are missing and, as a result, processing by us is delayed in the normal course of our business, the payment periods specified below shall be extended by the period of the delay. If the ordered delivery or service is subject to VAT, the VAT, the VAT rate and the net subtotal (before tax) must be shown on the invoice. Insofar as the invoice has other legal formal defects, we will not accept such an invoice. Invoices are due for payment 45 days after receipt. If payment is made within 14 days of receipt of the invoice from us, we are entitled to a 2% discount. If payment is made within 10 days of receipt of the invoice, we are entitled to a 3% discount. The payment period runs from receipt of the invoice, but not earlier than receipt of the goods. In the event of early acceptance of the delivery items, the payment period shall begin to run from the delivery date according to the order or from the date of receipt of the invoice – whichever is the later. In the case of contracts for work and services or contractually agreed acceptance, the payment period shall not commence before acceptance. The date of payment shall be the date on which our bank received the transfer order.
Payments do not imply recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, we shall be entitled, without prejudice to our other rights and without loss of rebates, discounts and similar payment benefits, to withhold payments on claims arising from the business relationship to a reasonable extent until proper performance.
Claims from deliveries or services to us may only be assigned with our written consent. The offsetting of own claims against claims from deliveries to us is permitted without restriction. Rights of retention due to own claims against claims from deliveries to us may not be restricted or excluded.
- Defect inspection – liability for defects
We shall inspect the goods within a reasonable period of time for any deviations in quality or quantity and, if necessary, give notice of such deviations.
We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, either remedy the defect or deliver a new item. The right to claim damages, in particular damages in lieu of performance, is expressly reserved.
We shall be entitled to remedy the defect ourselves at the supplier’s expense if the supplier is in default with subsequent performance. The limitation period is 36 months, calculated from the transfer of risk, unless longer statutory periods (e.g. § 438 para. 1 No. 2 BGB or § 634 a para. 1 No. 2 BGB) apply or the mandatory provision of §§ 445b, 478 para. 2 BGB intervenes.
The other mandatory provisions of the delivery recourse shall remain unaffected.
During the time in which the object of the delivery or service is not in our custody, the supplier bears the risk of damage, loss or destruction.
- Product liability – Indemnification – Liability insurance coverage
Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against claims for damages by third parties upon first request, insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
Within the scope of its own liability for damages within the meaning of par. (1) the Supplier shall also be obliged to reimburse us for any expenses pursuant to Sections 683, 670 of the German Civil Code or pursuant to Sections 830, 840, 426 of the German Civil Code which arise from or in connection with a recall action lawfully carried out by us. We shall inform the supplier in good time in advance of the content and scope of such a recall measure – insofar as this is possible and reasonable – and give him the opportunity to comment.
We shall undertake the necessary notification of the respective competent authority in accordance with the provisions of the ProdSG in coordination with the supplier.
The supplier undertakes to maintain product liability insurance with sufficient coverage for the duration of this contract, i.e. until the respective expiry of the limitation period for defects; if we are entitled to further claims for damages, these shall remain unaffected.
- Property rights
The Supplier warrants that no rights of third parties within the Federal Republic of Germany or the European Union are infringed in connection with or as a result of its delivery.
If claims are asserted against us by a third party of this half, the supplier shall be obliged to indemnify us against such claims upon first written request.
In the event of claims for damages by the third party, the Supplier shall have the right to prove that it was not responsible for the infringement of the third party’s rights. We are not entitled to make any agreements with the third party – without the supplier’s consent – in particular to conclude a settlement.
The Supplier’s obligation to indemnify us shall relate to all expenses necessarily incurred by us as a result of or in connection with claims asserted by a third party, unless the Supplier proves that it is not responsible for the breach of duty underlying the infringement of the property right.
The limitation period for these claims is three years, beginning with the transfer of risk.
- Compliance with legal regulations, state of science and technology
All deliveries and services must always comply with the current state of science and technology, the relevant legal provisions, regulations, guidelines and standards (e.g. DIN, ISO, VDI, VDE).
The supplier is obliged to test the goods according to general German industrial standards and to provide us with the test results free of charge upon request.
If the delivery contains hazardous/hazardous substances (e.g. according to GefStoffV), the supplier is obliged to inform and transmit product information and safety data sheets before delivery.
The supplier is obliged to submit supplier declarations that comply with the requirements of the respective applicable EU regulation (currently 2015/2447).
We are certified according to various standards. The supplier assures that the delivery items comply with the required specifications of the relevant certifications; in case of doubt, he shall obtain inquiries in this regard and inform us immediately.The supplier is responsible for ensuring that he and any subcontractors engaged by him pay their employees the statutory minimum wage (MiLoG), comply with all social security requirements and that all necessary certificates are available, in particular in the case of foreign workers. In the event of violations of these obligations, the supplier shall indemnify us internally against claims of its employees or those of its subcontractors.
The supplier shall impose on its subcontractors all the obligations which it has assumed towards us.
- Secrecy / Confidentiality
All documents which we make available to the supplier within the framework of the business relationship, in particular design drawings, plans, calculations, implementation instructions, product descriptions, experience reports, process descriptions and other documents are confidential, are subject to our property rights and copyrights and may not – even after termination of the contract – be reproduced or made available to third parties directly or indirectly without our approval. They are to be used exclusively for production on the basis of our order and are to be returned to us unsolicited after processing of the order. The obligation to maintain secrecy shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known in a legally accessible manner.
Goods manufactured according to our specifications, drawings or models or from tools paid for by us in whole or in part may not be offered, sampled or delivered to third parties without our prior written consent. For each case of culpable infringement of the obligation to maintain secrecy just described, we may demand an appropriate contractual penalty determined by us at our reasonable discretion, which shall be subject to review by the competent court in the event of a dispute.
The supplier shall oblige the subcontractors and other third parties used for the performance of the contract to maintain confidentiality accordingly.
The supplier agrees that the supplier data received in connection with the business relationship may be processed and stored for the supplier’s own purposes.
- Retention of title
The transfer of ownership to us is unconditional and without regard to the payment of the purchase price. In any case, all forms of extended or prolonged retention of title shall be excluded, so that any retention of title validly declared by the Seller shall only apply until payment for the goods delivered to us and for such goods.
Material provided by us shall remain our property and shall be stored by the supplier free of charge and with the diligence of a prudent businessman separately from his other items and marked as our property. Damage to the material provided shall be replaced by the supplier. Processing and transformation by the supplier shall be carried out for us.
In the event of processing or mixing, we shall acquire co-ownership of the new item in the ratio of the value of our item to the other processed items at the time of processing.
- Place of Jurisdiction – Place of Performance – Applicable Law – Data Protection
If the supplier is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the supplier at the place of performance or at its general place of jurisdiction.
Unless otherwise stated in the order, our place of business shall be the place of performance.
The law of the Federal Republic of Germany shall apply, the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
The personal data obtained in the course of the business relationship shall be processed in accordance with. processed and used in accordance with the applicable data protection regulations (e.g. Data Protection Basic Regulation).
- Receipt of goods
Mon. – Thu. 8:30 – 12:00 12:45 – 16:00
Fr. 8:30 – 12:00 12:30 – 14:00
- Validity / severability clause
If any provision of these Terms and Conditions of Purchase is or becomes invalid, void or unenforceable, this shall not affect the validity or enforceability of any other provision of these Terms and Conditions of Purchase or any other agreement. Ineffective, void or unenforceable provisions of these Terms and Conditions of Purchase shall be deemed to be replaced by such effective and enforceable provisions as correspond as far as possible to the economic purpose of the omitted provision.
Pfister Scales Bilanciai Ltd.
Left Kreuthweg 9
86444 Affing – Mühlhausen
Tel.: +49 (0)8207 95899 61
Fax: +49 (0)8207 95899 961
Supplementary General Terms and Conditions of Purchase - for IT and/or TC Services
2.11 Monitoring Services are the collection of performance and other data about Systems and/or Services and the preparation and submission of reports to us in connection with the operation of Systems and/or Services.
2.12 Operating services are the operation of hardware and/or software (systems), hosting and administration of data and/or data center operation.
2.13 Systems are IT systems, IT networks and IT facilities and/or data and telecommunication facilities – networks, facilities, lines, transmission paths including software and hardware.
2.14 Contractual services are all services to be provided by the Contractor as agreed within the scope of the order.
2.15 Results are all work results that are the subject of the contractual services.
2.16 Delivery items are all items to be delivered to us by the Contractor according to the order (hardware, data carriers, documents, documentation, concepts, etc.).
- Provision of the contractual services
3.1 The Contractor shall apply the current state of the art and our applicable (quality) standards, working methods, equipment regulations and other standards (e.g. our IT security specifications), which we shall make available to the Contractor upon request.
3.2 When providing the contractual services, the Contractor shall comply with the current state of the art with regard to data and system security and, in particular, secure our systems against unauthorized access by third parties (e.g. hacker attacks) and against unwanted data transmission (e.g. spam) in accordance with the current state of the art.
3.3 The Contractor shall check the provided software and data carriers with an up-to-date virus search program before providing them to us and shall ensure that the software and data carriers do not contain any so-called malware (software with malicious functions), computer viruses or worms, Trojan horses or similar.
3.4 The Contractor shall provide and deploy carefully selected and trained specialist personnel in good time and shall ensure that the contractual services are provided in good time. A contact person/project manager of the contractor named by the contractor plans, coordinates and monitors the performance of the contractual services and our provision/cooperation services with ultimate responsibility.
3.5 If the object of the contractual services is the creation of a result, the Contractor shall assume as its main performance obligation the comprehensible technical documentation of the contractual services and to inform us in sufficient detail about the status of the contractual services upon request.
3.6 Software shall always be delivered to us with user documentation and – unless it is standard software – including source code and programming documentation.
3.7 The Contractor shall inform itself about the safety, accident prevention and regulatory provisions applicable at the place of performance (in particular at our premises/on our site). He shall comply with them, instruct the employees deployed and third parties/subcontractors permissibly deployed in accordance with these terms and conditions about their content before commencing work.
3.8 Access by the Contractor to our systems via remote data transmission is only permitted with our express written consent.
3.9 IT resources provided by us may be used by the Contractor and its employees and/or subcontractors exclusively for the performance of the contractual services. Passwords may not be stored or passed on; they must be changed after 90 days at the latest.
3.10 Unless otherwise stipulated in the order, the Contractor shall provide all necessary infrastructure services at no additional cost to us.
3.11 The Contractor shall provide support services at our request; support services are all services related to and accompanying the contractual services, such as training, consulting, optimization, maintenance/servicing. These are already included in the purchase price for the software.
3.12 The Contractor shall perform the contractual services in constant coordination with us. If, in the Contractor’s view, any information or documents provided by us are incomplete or incorrect in terms of content, the Contractor shall notify us thereof in writing without undue delay.
- Rights to results
4.1 We shall acquire exclusive, transferable, sublicensable rights of use, unlimited in terms of time, space and content, to all results that are the subject of the contractual services (individual software, software created as part of customizing, documentation, concepts, etc.).
4.2 The Contractor shall ensure that all employee inventions arising during the performance of the contractual services are transferred to us free of charge.
5.1 The Contractor shall grant us ownership of all delivery items to be permanently handed over to us upon their creation and in their respective processing state.
5.2 The Contractor undertakes to provide us with ownership of the delivery items free of third-party rights.
5.3 The Contractor undertakes to provide us with the property of StandardSoftware free of third party rights.
- Transfer of risk
6.1 The risk of accidental loss or accidental deterioration of the results shall only pass upon handover or acceptance at the respective destination specified by us; in the case of partial deliveries or services, only when the delivery or service has been completed.
- Performance rights
Insofar as the subject of the contractual services is the delivery or provision of the Contractor’s own content/information (content providing), the Contractor shall acquire at its own expense all rights of use and ancillary copyrights required for the provision of the contractual services from the authors/rights holders or the collecting societies administering the rights. The Contractor shall indemnify us against all claims of third parties based on the fact that the Contractor has not fulfilled this obligation or has not fulfilled it to a sufficient extent, unless this is not based on its
Insofar as the contractual services are services under a contract for work and services and/or acceptance of the contractual services has been agreed, acceptance shall take place in accordance with the following provisions:
8.1 The Contractor shall notify us in writing of the completion of the contractual services for acceptance. We will test the services within eight (8) weeks after notification; for this purpose, if necessary, a running functional test under (simulated) operating conditions will be carried out over ten consecutive working days. The defects occurring during the functional test are logged.
8.2 If there are only minor defects which only insignificantly impair the intended use of the contractual services, we shall declare acceptance. The acceptance of partial services does not restrict us from asserting defects in partial services already accepted during the overall acceptance, insofar as such defects only become apparent through the interaction of system parts.
8.3 The Contractor shall immediately remedy any defects that prevent acceptance and resubmit its services for acceptance. The above provisions of Clauses 8.1 and 8.2 shall apply accordingly to a renewed acceptance.
Insofar as the contractual services are services under a purchase contract and/or a handover has been agreed, the handover shall take place in accordance with the following provisions:
9.1 The Contractor shall give written notice of the handover of the contractual services at least ten working days in advance and shall coordinate the place and time of handover with the Client.
9.2 At our request, the Contractor shall subject the contractual services to a functional test under (simulated) operating conditions in our presence and prove that the contractual services comply with the specifications set out in the order (handover test).
9.3 If there are only minor defects which only insignificantly impair the intended use, we shall confirm the handover.
9.4 The Contractor shall immediately remedy any defects preventing confirmation of handover and resubmit the relevant contractual services for handover. The foregoing provisions of Sections 9.1 and 9.2. apply accordingly to a renewed transfer.
10.1 If the Contractor provides the Client with corrections, patches, updates, upgrades, new versions or similar as well as the respective updated documentation, the Contractor shall not be entitled to derive any additional remuneration therefrom, unless otherwise agreed.
10.2 If the Customer no longer has an executable version of the software due to loss, accidental deletion or similar events, the Contractor shall provide a replacement free of charge.
10.3 If remuneration according to time spent is agreed in the order, the Contractor shall provide its proof of performance by means of entry vouchers which are countersigned by us. The Contractor will submit the capture documents to us weekly for countersignature.
- Infringements of property rights
11.1 The contractual services shall be free of third party rights (including industrial property rights and copyrights) so that a contractual use or exploitation by us is not restricted or excluded.
11.2 If the Contractor becomes aware that contractual services violate the rights of third parties, the Contractor shall inform us immediately and do everything reasonable to restore the contractual conditions by acquiring rights. If the acquisition of rights is unsuccessful, the Contractor shall provide us with a modification of the contractual services that is equivalent for us and does not infringe the rights of third parties (workaround solution). The bypass solution is only
equivalent if it does not restrict the usability of the contractual services by us or restricts it only insignificantly. If neither the acquisition of rights nor a workaround solution succeeds within a reasonable period of time, we shall have the right to withdraw from the contract and to claim damages.
- Open source
12.1 Any use of open source software within the scope of the contractual services shall only be permitted with our prior written consent.
12.2 If the Contractor uses open source software without our prior written consent, the Contractor shall, at our request, do everything reasonable to replace the open source software with equivalent proprietary software.
12.3 The Contractor shall indemnify us for an unlimited amount against all claims of third parties and associated costs due to the use of open source software without our prior consent.
- License audits
If the Ordering Party presents to us in writing a sufficiently substantiated suspicion that rights of use which the Ordering Party has granted to us in respect of software provided for a limited period of time are being exceeded, we shall conduct a license audit (review of compliance with the rights of use regulations) in respect of the software concerned and provide the Ordering Party with written information on the result of the license audit.
If the Contractor obtains access to personal data in the course of providing the contractual services, it shall observe the applicable data protection regulations, in particular collect, process and/or use personal data exclusively for the purpose of providing the contractual services (purpose specification), oblige its employees to maintain data secrecy and instruct them on the data protection regulations to be observed.
- Sub and subcontractors
The transfer of the provision of contractual services to third parties by the Contractor shall require our prior written consent, which may not be unreasonably withheld. The Contractor is permitted to involve third parties in the provision of support services if this has been notified to us in advance or has been agreed accordingly. The Contractor shall pass on the obligations imposed on it with regard to data protection and confidentiality to the third party engaged in writing and provide us with evidence of this on request.
- Reference mention, advertising
The contractor may only refer to the business relationship with us in advertising or other documents with our prior written consent. The same applies to the use of our trademarks, trade names and other designations.
If, after the order, contractual services are expressly or for the contractor recognizably intended for export, the contractor shall be obliged, without additional remuneration, to provide all necessary information in the delivery documents so that we can provide the information and take the steps required under EU and US export control regulations, German foreign trade law and other relevant customs regulations.
Pfister Scales Bilanciai Ltd.
Left Kreuthweg 9
86444 Affing – Mühlhausen
Tel.: +49 (0)8207 95899 61
Fax: +49 (0)8207 59899 961