1.1 These Terms and Conditions of Purchase shall apply to all business transactions (deliveries and services) with the supplier, even if
does not expressly refer to these terms and conditions. We do not recognize any general terms and conditions of the supplier.
1.2 Our Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of § 14 BGB.
1.3 Our Terms and Conditions of Purchase shall also apply to all future deliveries and services of the Supplier, even if we should not refer to them in individual cases
2. conclusion of contract
2.1 The preparation and submission of offers and cost estimates by the Supplier shall be non-binding for us in every respect
and free of charge.
2.2 If the Supplier does not confirm our order in text form within a period of five days at the latest, we shall be entitled to revoke our
2.3 If the order confirmation deviates from the order, in particular with regard to price or delivery time information, the supplier shall separately notify us thereof
. These deviations shall only become part of the contract if they are confirmed by us in writing.
3. prices, payment, assignment
3.1 The agreed prices shall be fixed prices and shall include freight, transport, packaging and other ancillary costs free to the place of receipt specified by us
. Price increases, irrespective of the reason, shall only be recognized by us - also in the case of long-term supply contracts - if an express agreement has been made in this respect
3.2 Unless otherwise agreed, payment shall be made within 60 days net or within 10 days with a 3% discount
in each case after delivery or, in the event of a later invoice date, from the latter.
3.3 Without our prior written consent, which we shall not unreasonably withhold, the Supplier shall not be entitled to assign its claims
against us or to have them collected by third parties.
4. deadlines and delay in delivery
4.1 Agreed dates and deadlines are binding and must be observed precisely. Decisive for this is the receipt of the goods by us
or at the agreed place of receipt or the place of receipt specified by us.
4.2 If agreed deadlines are not met, the statutory provisions shall apply. As soon as it becomes apparent to the supplier that there may be delays in delivery
, the supplier shall notify us thereof in writing without delay, stating the reasons and the expected duration of the delay
. This does not change the binding nature of the agreed delivery date.
4.3 If the delivery is made before the specified date, we shall be entitled to reject it. Likewise, partial deliveries may be rejected by us
unless we have expressly agreed to them or they are reasonable for us.
4.4 The unconditional acceptance of a delayed delivery or service shall not constitute a waiver of the claims to which we are entitled due to the delayed delivery or
5. transfer of risk
The supplier shall bear the material risk until acceptance of the goods by us or our agent at the place to which the goods are to be delivered in accordance with the order
6. incoming inspection and reprimand
6.1 The supplier shall only ship goods that have been inspected without any gaps and found to be in good condition and shall therefore refrain from carrying out a detailed incoming inspection
at our premises. We shall inspect incoming goods to the extent and as soon as this is feasible in the ordinary course of business and notify
us of any defects discovered immediately after their discovery. In this respect, the supplier waives the objection of delayed notification of defects according to § 377 HGB.
6.2 Incorrect or different deliveries shall not be accepted by us under any circumstances. A special complaint is not required in this respect.
7. material defects and defects of title
7.1 The supplier shall be responsible for ensuring that the goods delivered and services rendered comply with the statutory and official provisions applicable to their distribution or use
. The deliveries and services must comply with the state of the art applicable at the time of delivery
or foreseeable for the future as well as with other statutory provisions, technical test regulations and
accident prevention regulations. If a manufacturer's declaration or a declaration of conformity (CE) within the meaning of EC Directives is required for the product, the supplier shall prepare such declaration and provide it immediately upon request at its own expense.
7.2 We shall be entitled to the full statutory rights in the event of material defects and defects of title. We shall have the right to choose the type of subsequent performance (removal of defects or
replacement delivery). The supplier shall bear all expenses
necessary for the purpose of remedying the defect or making a replacement delivery. If the supplier does not comply with the request to remedy the defect or make a replacement delivery within a reasonable period of time, or only insufficiently, or if immediate remedy of the defect is required for urgent reasons, we may have the defects remedied at the expense of the
supplier or remedy them ourselves or make covering purchases at the expense of the supplier.
7.3 Unless otherwise agreed, a limitation period of 36 months from the transfer of risk shall apply to claims arising from material defects or defects of title.
It shall be extended by the period of the Supplier's rectification or subsequent delivery measures from receipt of our notice of defects
until the Supplier declares the termination of the measures or refuses a further rectification or subsequent delivery. If longer periods apply according to the law
, these longer periods shall apply.
7.4 If we incur costs as a result of defects in the delivered item, in particular transport, travel, labor or material costs or
costs for an incoming goods inspection or sorting measures exceeding the usual scope, the Supplier shall reimburse us for these costs at
8. property rights, secrecy
8.1 The supplier warrants that no domestic or foreign industrial property rights of third parties are infringed in connection with its delivery. The
supplier is obligated to indemnify us from all claims that third parties make against us due to the infringement of industrial property rights
and to reimburse us for all necessary expenses in connection with this claim. This claim exists
independently of any fault on the part of the supplier.
8.2 All business or technical information made available to the supplier by us must be kept secret from third parties as long as and to the extent that it is not demonstrably publicly known to
and may only be made available by the supplier to such persons
who must necessarily be involved in its use for the purpose of delivery to us and who are also obligated to maintain
secrecy. Without our prior written consent, such information may only be used for the purpose of delivery to
us. Upon our request, all information originating from us shall be returned to us immediately and in full
or destroyed. Information in the sense of this agreement are all data, plans, programs, knowledge, experience, know-how, and
namely regardless of the type of recording, storage or transmission and also regardless of whether this information is expressly
or implicitly designated as secret or confidential.
9. code of conduct, compliance and anti-corruption
9.1 The Supplier accepts the Code of Conduct of Hoffmann GmbH (as amended from time to time) as the basis for the relationship
between the Supplier and Hoffmann GmbH.
9.2 The Supplier warrants that its business activities are in compliance with the statutory and other legal
provisions applicable to it as well as the contractual agreements entered into with Hoffmann GmbH. The Supplier also warrants that sufficient organizational measures have been taken in its
company to ensure compliance with the provisions described in sentence 9.1 above.
9.3 The supplier shall be strictly prohibited from offering, promising or granting benefits to the employees (including their relatives) of the company Hoffmann GmbH for their activities in the
company Hoffmann GmbH. If the supplier violates this prohibition, the company
Hoffmann GmbH may terminate the contract extraordinarily with immediate effect.
10 Place of performance, place of jurisdiction, applicable law
10.1 The place of performance for both parties for all obligations arising from the contract, in particular for delivery and payment, shall be the registered office of our company
or the place of performance specified by us.
10.2 The place of jurisdiction for all legal disputes arising from the contractual relationship as well as with regard to its creation and effectiveness shall be the court responsible for the registered office of our company for both parties in the case of
merchants. We may, at our discretion, also bring an action at the registered office of the
10.3 The contractual relationship shall be governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.